Let The River Run
by ShesLikeStardust
Summary: Rebecca Callahan thought she knew what she was doing when she'd joined S.H.I.E.L.D. But with the assassination of Fury, and her recent mission being called into question, she's beginning to see a disturbing pattern. Now her only chance of survival is to take a leap of faith on the World's First Superhero and hope it doesn't blow up in her face. (During The Winter Soldier)(Prequel)
1. Prologue

**Prologue: Make It Rain**

" _When the sins of my father_

 _Weigh down in my soul_

 _And the pain of my mother_

 _Will not let me go_

 _Well I know there can come fire from the sky_

 _To refine the purest of kings_

 _And even though_

 _I know this fire brings me pain_

 _Even so_

 _And just the same_

 _Make it rain"_

 _ **-Ed Sheeran**_

The crunch of wood splintering downstairs had Rebecca O'Riley turning away from the window of her bedroom. It faced the front of the safehouse her father had holed them up in and she'd been watching the black nondescript SUVs pull up to surround the property. She had stayed silent when men in black kevlar and loaded rifles approached from all angles, giving no one any warning that they'd been found.

Now she could hear the shouting, the men from Interpol identifying themselves and placing every member of the Real Irish Republican Army in the house under arrest including Captain Declan O'Riley.

Rebecca didn't even flinch when two men burst open her bedroom door, rifles aimed as they shouted at her to put her hands up. She complied without struggle, falling in step with the one who grasped her left bicep to escort her out of the house.

"Where is my daughter?!" Declan O'Riley's voice was full of rage. "Don't you dare hurt her!"

"We're not the ones hurting her, Mister O'Riley. You and your acts of terrorism are." A deep gravelly voice cut off her father's shouting. The tone was full of patience, as if placating a child. "You're the one being arrested for murder, treason and piracy. You're the reason she no longer has a home. This all comes back to you."

Her father stood handcuffed between two men in tactical gear and was facing another man, not dressed in kevlar. The man speaking was African American, tall, fit and wore a patch over his right eye, his stance and expression belied a seriousness with no tolerance for nonsense. Another man flanked him, he stood almost a head shorter, with sandy blonde hair and a sharp eye. He missed nothing as he'd seen her arrival before she'd full descended the stairs into the foyer. He too was dressed in black, but instead of a rifle, he carried a bow and quiver, and his attire was sleeveless.

"Isn't that right, Miss O'Riley?" The man speaking turned to look at her once she approached them. "The blame for everything rests on your Dad's shoulders."

"Rebecca, it's going to be fine," Declan's brogue thickened when he caught sight of her. "I'll figure this out, don't worry. Just keep your mouth shut and-"

"It's a little too late for that. There's nothing to figure out, the evidence against you in damning, O'Riley. You're going away for a long time." The other man cut him off but kept his lone steady gaze on Rebecca. "She knows this. She knew the moment she made contact and eventually gave up this location."

Declan's expression filled with horror as the betrayal was revealed and he whipped back around in her direction. "Rebecca you didn't! Tell me you didn't betray your blood! Your people? Rebecca-"

"You killed my mother," Rebecca spoke for the first time since the house had been raided. Her tone was resolute and unyielding. "I'm not stupid, Da. You found out she was planning to leave you and you killed her. I won't protect you anymore."

"Take him away." The other man, the one clearly in charge of this operation, ordered.

"You'll pay for this!" Declan raged as he was dragged towards the front doors. "You ungrateful little bitch! You'll pay for this! You're just like your mother!"

His shouting grew more muffled as he was forcibly dragged out the front doors. The man who'd escorted Rebecca from her bedroom was dismissed and Rebecca found herself alone with the man in charge and the so far silent man at his side.

"Miss O'Riley," The Man who'd been issuing orders, gave her an unwavering stare. "It takes a lot of guts to contact Interpol and turn in your own father."

"My father is murdering bastard." Rebecca straightened her spine and met his gaze. "I've had enough. I'm not afraid of him or his threats anymore. No one else should be either."

"Miss O'Riley have you ever heard of S.H.I.E.L.D.?" He asked, folding his arms over his chest as he continued to regard her with interest.

"Sure, it's the largest counter-terrorism agency in the world." She shrugged, finally noticing the insignia on his long dark coat. "But I thought I contacted Interpol."

"You did, we're assisting Interpol today. RIRA is a terrorist organization and your father's faction, in particular, are on the most wanted. My name is Nick Fury, I'm the Director of S.H.I.E.L.D. this is Agent Barton." Fury gestured to the man at his side, who gave Rebecca a curt nod.

"Miss O'Riley you've been feeding intel to Interpol for months and then you were finally able to give up your location so we could arrest your father and the men in his organization today. That's quite impressive for a seventeen-year-old." Fury continued. "I understand you're turning eighteen in a couple months."

"April." She replied, wondering what his point was.

"We have an Academy in the United States, specifically to train S.H.I.E.L.D. agents. Normally we wait for candidates to graduate college or University, but we make exceptions. You have the makings of a great spy, the intel you leaked to us alone will put your father away for life." Fury frowned shrewdly. "Instead of going into a foster care system, I'd like to relocate you to the S.H.I.E.L.D. Academy, with the hope that you'll be working for us when you've completed training there."

"Me? A spy?" Rebecca blinked in surprise, having not expected that. She'd been prepared to enter the system for a couple months, lay low and then try to find a job as soon as she was legally an adult. She had no surviving family to take her in, her father had seen to that and she knew what her situation would be when they arrested him. She'd been ready for it.

"You'll be able to help take down more men like your father." Agent Barton spoke up for the first time. "We think you'd be good at it, with proper training." His expression warmed and she noticed for the first time that he couldn't be much older than she was. His serious expression had made him look older but he had to only be in his early to mid-20s.

"It's not going to be easy. The Academy is designed to push you hard so that only the best of the best graduate to become Agents of S.H.I.E.L.D. But you know something about living a harder way of life. You grew up inside RIRA." Fury studied her closely. "The spot is yours if you want it. If not, well, it's only a couple months before you're a legal adult and can do what you want with your life. The foster care system isn't so bad."

Rebecca stared at them for a long moment. She'd never considered herself a spy of any sort. She just didn't want her father to hurt more people than he already had. He needed to be locked up, away from society so he couldn't do any more harm. But she couldn't deny that it had felt good, knowing all the little moves she'd made, passing along information, copying files and emails, eavesdropping on meetings, recording when she could and sending it to Interpol. She'd known she was making a difference. Perhaps she could continue to do so, continue to help if she chose to go down this path.

"I'll take it." She decided after internal deliberation.

"Great. Agent Barton will escort you to the Academy." Fury gestured to the other man. "I hope I'll be seeing you again soon, Miss O'Riley, hopefully as an Agent down the line." He nodded to Barton before turning away, the hem of his long coat sweeping around him like a cape as he strode from the house.

Rebecca and Agent Barton regarded each other for a long moment before he inclined his head. "Come on, O'Riley," He gave a vague arm sweep. "Need anything before we get out of here?"

"Some clothes." Rebecca shrugged, knowing there was little else in this house she wanted. Her mother's things had been left behind in the last safe house before she "disappeared" and there was nothing her father possessed here that she wanted.

He nodded. "Pack a bag." He said. "Then let's blow this popsicle stand."

* * *

 **A/N: So I've wanted to write a Captain America/OC fic for a while now I just need the inspiration for the right OC. No offense to Emily Vancamp, but I'm just not into her portrayal of Sharon Carter. She doesn't have the same appeal as Peggy did and since that's not an option I kept trying to fabricate my own OC. Rebecca came to me in stages and I spent a long time planning on her history. Then I realized I needed to write this fic because a Prequel would be beneficial to the story I really want to write. The romance won't be established in this fic. I feel like with Steve, slowburn is the best way to go and Rebecca has her own set of baggage to deal with. I feel like the events during The Winter Soldier sets the foundation for their story so be patient. I'll try to make this non-Mary Sue like but Rebecca's role makes more sense post The Winter Soldier so bear with me if it seems that way. I tried to give her value in this fic, but not so much that it detracts from the other characters in The Winter Soldier.**

 **So enjoy! Also I haven't seen Infinity War yet so please I'm begging you don't spoil it for me!**


	2. Agent Callahan

**Chapter One: Agent Callahan**

 _Ten Years Later…_

It was the loud, persistent pounding on the front door of her apartment that finally roused Rebecca Callahan from her state of unconsciousness. After pushing nearly twenty-four hours of no sleep, a trans-Atlantic flight and subsequent time change, she'd barely had the wear with all to strip down to her bra and panties before passing out in her bed upon arriving home in Washington D.C. last night.

Groaning, Rebecca reached for her cellphone on the bedside table, ignoring the banner reading seven missed calls to check the time. Eight a.m. at least she'd snagged almost seven hours, a rarity in her line of work.

The knocker at her door persisted and she rolled out of bed, grabbing an old cotton t-shirt and sweatpants to throw on before stumbling to the front door. "What?!" She swung the door open, not even bothering to check the peephole. Chances were there was only one person who'd be on the other side this soon after she'd returned from a mission.

"Good Morning to you too, Sunshine." Nora Matheson shoved Rebecca aside and entered uninvited carrying a box of donuts under her right arm. "Heard you got in last night!"

"More like early this morning. I was sleeping." Rebecca sighed, closing her front door and facing her friend in resignation. "I really needed it."

Nora shrugged, shoving a wayward strand of her dark curly hair behind her ear. "You've been overseas for almost a month. I wasn't waiting, sue me."

"You're lucky I didn't punch you." Rebecca muttered, crossing to her coffee maker to start a pot. She was going to need caffeine to get through this day at the way it was starting. She mentally reminded herself that she truly did love Nora, even when she'd rather be sleeping.

"Well maybe if you worked in cyber crimes and had an office job like me, you would get a decent night's sleep all the time. But no, you wanted to be a Superspy." Nora gave her a cheeky grin as she popped the lid open on the box of donuts and the warm sugary scent filled the apartment. "At least I come bearing donuts."

Despite her irritation at her friend's interruption of sleep, Rebecca couldn't help but chuckle. "The only reason you're still alive." She conceded with a nod, pulling two mugs down from one of her overhead cabinets.

She had met Nora nearly a decade ago when she'd arrived at the S.H.I.E.L.D. Academy fresh off a jet from Ireland. Clint Barton, or Hawkeye as he was now known worldwide as one of the Avengers, had dropped Rebecca off, staying around long enough to make sure she had accommodations and was registered to begin classes and training before taking off again.

The two women were fairly different from one another. Nora was on the shorter scale, just reaching over five feet, blessed with her mother's Latina dark coloring and generous curves. She was an ace with a computer and had a flirtatious personality. Whereas Rebecca was five inches taller, built more willowy and had the pale skin of her homeland and wore her long golden brown hair usually up in a ponytail or in a braid down her back. Where her friend had curves that caught a man's eye, Rebecca was more hard planes and angles thanks to a rigorous workout routine and a natural slender build. Even her face was contoured with sharp pixie like features, except for the dreamy green eyes she'd inherited from her mother. She was more athletically inclined than her friend, studying mixed martial arts in her free time, considered an expert in Muay Thai kickboxing, held a brown belt in Brazilian Jiu Jitsu and was currently learning Russian Sambo. She needed Nora to set up her TiVo and make sure her laptop remained encrypted.

And yet, Rebecca considered her one of her only true friends.

Her reputation as the daughter of a terrorist had preceded her arrival at the Academy and many of the other students had given her a wide, mistrustful berth. Except for Nora Matheson and David Monroe, a token ladies man, who remained friendly even when he'd been turned down. When Nora had graduated as an Agent of S.H.I.E.L.D. she'd gone right to work in their Cyber Crimes Unit, while Rebecca and David had gone on to field work. Even now, Rebecca still saw Nora and David as her closest friends, perhaps her only friends.

Sipping on her freshly brewed coffee and helping herself to a donut, Rebecca lifted her brows at Nora. "So? You going to dish on all the gossip at Strategic Homeland Intervention, Enforcement and Logistics Division?" She prompted, knowing Nora, who was quite the little spy herself when it came to workplace dirt, was dying to share.

"Captain America is working full time now." Nora looked giddy at the very thought. "He comes into the Triskelion almost every day. Mami," She exaggerated a Latin accent and fanned herself. "Muy caliente!"

"That's not exactly news," Rebecca pointed out, chuckling at her friend's behavior. "We heard about him signing on after the Battle of New York. He just had to do one of those rehab programs first. I saw him a couple times myself before I shipped out. Though you have a point, he's a looker."

"Yes but, he's now the STRIKE team leader." Nora supplied as if divulging a huge secret and looking pleased with herself.

Now that was news. No one had known for sure where the world's first superhero would wind up in the hierarchy of S.H.I.E.L.D. though it had been assumed he'd be up top since he was technically the leader of the Avengers. They should have guessed he'd take over the Special Tactical Reserve for International Key Emergencies. Being the leader of STRIKE would put him right on the front lines for S.H.I.E.L.D. and as the world's most renowned soldier it would make perfect sense for him to be stationed there.

"Rumlow must have loved that." Rebecca mused, referring to Brock Rumlow the previous leader of STRIKE. The former Navy Seal had lived and breathed his job. She'd worked with him a couple times, he was amiable enough, professional and executed his missions almost seamlessly. Only someone like the infamous Captain America would be more qualified.

"I hear he gets along with the Captain just fine." Nora shrugged, unconcerned. "They've expanded the STRIKE team since the Captain joined and Brock still holds a leader position, as does Natasha Romanoff."

"Huh." Rebecca took another sip of her coffee. "What else?"

"David's in London on an assignment. He's been gone for two weeks." Nora sighed and Rebecca felt a twinge of sympathy for her friend's unrequited feelings toward their friend. "Not a word since he left either, the jerk. Can't even answer a simple email. You were farther away and in a poorer country and still managed to keep in some kind of contact."

"David's a guy, he doesn't think about things like that." Rebecca brushed off David's shortsightedness because it was typical of him and hopefully would make Nora worry less. "And I wasn't in a third world country. Algeria is pretty advanced all things considered. They have WiFi so I could email you at night when I wasn't working. David's probably trolling for women on his hours off."

"Ugh." Nora made an expression of distaste. "He probably is the pig." But the waver in her tone gave away the hurt she felt at the thought. Rebecca really wished there was someone else in picture who could take her friend's mind off David and possibly get her over the one sided infatuation.

"He'll check in sooner or later. He always does. He's fine, we'd know it if he wasn't by now." Rebecca reminded her gently. "Anything else I need to know?"

"Not really. All's been mostly quiet on the Eastern front." Nora joked mildly. "Cameron says there's some new tech project brewing but I haven't been brought in on it, so information's classified."

"S.H.I.E.L.D. has a way of unveiling it's big projects in due time." Rebecca finished her coffee and rinsed her mug out in the sink before loading it into her dishwasher. "You not going in this morning?"

"No I'm off today." Nora shook her head, dark springy curls bouncing and several falling loose from her ponytail. "Aren't you?"

"Nope." Rebecca shook her head, letting out a little snort. "I have a debrief at noon."

"Well maybe we can catch a movie or something later? Be real people instead of a hacker and her super spy best friend." Nora suggested hopefully and Rebecca didn't have the heart or any other plans to turn her down. Besides, a night out would be good for both of them. They couldn't live and breathe their job all the time.

"Sure," Rebecca nodded. "As long as I'm not being shipped out again, let's be real people. Maybe we'll even hit up a bar for drinks after."

"Now we're talking!"

* * *

"Director Fury will see you now." The Receptionist informed Rebecca, who'd been seated in one of the uncomfortable plastic chairs outside Nicholas Fury's office.

Rebecca had been surprised to say the least when she'd come in to debrief her Supervisory Agent Jesus Cortez and was instead being transferred up to the head honcho himself, the spy of all spies, Nick Fury. She'd met the Director of S.H.I.E.L.D. when she'd been eighteen years old, watching her father being dragged out of the house in handcuffs. Fury had offered her an opportunity to help keep other men like her father off the streets and she'd jumped at the chance. But since then, she could count the amount of times she'd spoken to him directly on one hand.

Still, she had her orders and she would debrief the Director personally. So she rose to her feet and crossed the small receptionary area, waiting for the beep of access granted and then walked into his office.

"Miss O'Riley," Time was kind to the Director as he looked almost exactly the same as he had when she'd first met him, right down to the black clothing and using her given name.

"Sir." Had it been anyone else, she would have corrected them immediately. She no longer used the name O'Riley, had legally changed to her mother's maiden name of Callahan once she'd turned eighteen, effectively cutting all ties with her father.

"I read your mission report. You were quite thorough." Fury gestured to the empty seat in front of his desk and she gingerly lowered herself into it. "But I'd like your impressions as well as your intel on Georges Batroc."

"My impression, Sir? My impression is that he's a scumbag." Rebecca said matter of factly, though she was sure her face displayed her disgust. "He was blood thirsty before he left the French Foreign Legion. He completed thirty-six kill missions. And he's linked to sixty-two crimes since becoming a mercenary, including abducting children for Jakar's human trafficking ring. It's no wonder Interpol have a Red Notice out on him and I'm surprised you didn't send in the STRIKE team with me to arrest him."

"Because according to your intel he's planning something, something big." Fury reminded her with endless patience. He understood her distaste for the man. "He's the hired help. I don't want to just take him down, we need to take down the man pulling his strings."

"Well you're going to find out soon enough, I'm assuming. He took some of his crew and left Algiers last night. They have a target in sights, somewhere in the Indian Ocean." Though she'd stated as much in her mission report.

"Yes, he's hijacked the Lemurian Star." Fury informed her, folding his hands in front of his waist as he leaned back against his desk. "I'm already dispatched Captain Rogers, Agent Romanoff and the STRIKE Team to retake it."

"The Lemurian Star?" The name sounded familiar to Rebecca and she mulled it over for a moment. "Sir, isn't that one of our ships?"

"Yes." Fury nodded. "It's a satellite launch ship. Once Captain Rogers rescues the hostages and hopefully detains Batroc the big picture will become clear. Your intel from tracking Batroc in Algeria allowed us to make this move. It was good work, Agent."

"Thank you, Sir." Rebecca nodded and though she should have left it at that, her job was done. "Would I be out of turn to ask to remain informed on the Batroc situation. I'd like to know he's rotting in a cell somewhere."

A ghost of a smile flitted across Fury's serious expression. "I think that can be arranged. You're dismissed, O'Riley."

Again, she did not correct him, merely grit her teeth and nodded. "Sir."She gave him a curt nod and rose to leave, her thoughts back on her completed mission. Fury was right Batroc was a pieceto a much bigger puzzle and though she didn't have enough information to figure it out on her own. She couldn't help but wonder how everything connected.

* * *

 _Lemurian Star back under S.H.I.E.L.D. command. Batroc managed to escape. Sorry. Fury told me to pass along the message. - Maria Hill_

Rebecca's heart sank as she read the short informal email on her phone that Fury's right hand had sent her. Georges Batroc should be locked up in a cage, rotting away for all the heinous things he'd done and instead he walked free. Free to cause more harm, spill more blood, wreak damage wherever he went. She almost wished she'd put a bullet in him herself while she'd been tracking him in Algeria.

As a field Agent, Rebecca had been forced to take a few lives in the line of duty, all in self defense when missions had gone sideways. But she'd never carried out a hit, never been ordered to. But after discovering Batroc's hand in kidnapping children for a human trafficking ring S.H.I.E.L.D. had bust up six months ago, Rebecca's vision turned red at the very thought. Nothing infuriated her more than men imposing their cruelty and will on defenseless women and children.

A psychiatrist would make a comment about that tracing back to her own daddy issues, but it still didn't make the act any less vile; personal trigger or not.

"You've got danger face, should I be worried for my own personal safety?" A new, cheerful voice commented from behind and Rebecca whirled around to face its owner.

"David!" Her countenance brightened as she saw him approaching the movie theater from the opposite direction. She'd been fooling around on her phone waiting for Nora and hadn't even known he was back.

David topped out at six feet, with a lean wiry build that afforded him the ability to be quite the scrappy fighter in close quarters. His blonde hair was just long enough to show off its natural curl, the ends brushing the collar of his shirt. His blue eyes sparkled with mischief and there was a goatee on his face now, framing the warm smile on his face as he closed the distance between them and hugged her in greeting.

"Welcome home." He told her sincerely. "It's been too quiet without you."

"I thought you were still in London, I should be saying that to you." She retorted with a chuckle, pulling back to punch him in the shoulder playfully. "What? Did you fly over here?"

"Got in a couple hours ago, ran into Nora. She told me you Ladies were having a normal evening and extended the invite." He laughed, rubbing ruefully where she'd socked him. "After I got a dressing down for not staying in touch."

"Could have emailed." She chastised him.

"I learned my lesson." He nodded soberly, pretending to look contrite.

Like Nora, Rebecca had met David at the Academy. They'd often been paired as partners together for training exercises and David had never held her past against her. Nora had been besotted with him from the get go and while it was true, David was a handsome man, Rebecca had never looked at him in that way. And considering his reputation with other women that hadn't seemed bothered him any, since he had plenty of other options.

"Oh good, you're both here!" Nora's cheerful voice had them both angling away from each other to include her. "This one finally got in contact," She jabbed her thumb in David's direction but spoke to Rebecca. "When he was Stateside of course."

"Men." Rebecca gave a dry snort. "Typical."

"Oh ha ha." David rolled his eyes but the grin remained on his handsome face. "Come on you two, let's go laugh at whatever Will Ferrell has gotten himself into this time."

"A night of normal!" Nora cheered, bumping Rebecca with her hip.

Rebecca chuckled and followed her friend's inside. A night of normal sounded pretty good to her after a month in Northern Africa and she'd missed David and Nora more than she'd realized.

Too bad it was about to be her last night of normal for a very long time.


	3. Nothing Is As It Seems

**Chapter Two: Nothing is As It Seems**

Her phone rang at 1:25 a.m. jarring Rebecca out of a deep sleep. Thoroughly startled, she fumbled clumsily for the still ringing device before answering. "Callahan." She rasped, using her other hand to rub the sleep from her eyes.

"Director Fury has been assassinated. Report to Secretary Alexander Pierce at the Triskelion immediately.." A business-like male voice informed her before ending the call.

Any last traces of sleep vanished as Rebecca processed the words and felt her stomach drop. The message had been conveyed as casually as someone stating the weather conditions, but it's meaning ran so much deeper.

Nick Fury was dead. How was that even possible? She'd just seen him yesterday afternoon. He's been as sharp and as calculating as ever. His presence had commanded attention like that of a true leader. He'd pulled her out a literal hellhole when she'd been seventeen years old, a prisoner in her father's care. He'd given her an opportunity to make something of herself, to do some good to offset all the bad her family had caused. And now he was just gone? It didn't make sense. Nothing made sense.

She threw back her covers and rose from her bed. She hastily put on a pair of clean jeans and a white long sleeve henley shirt. She brushed her golden brown hair back up into a ponytail and donned her S.H.I.E.L.D. jacket and boots. She paused only long enough to brush her teeth and grab her phone, keys, sidearm, and wallet before leaving her apartment.

This early in the morning, or late at night depending on perspective, there was little traffic and Rebecca made it to the Triskelion in a record time of fifteen minutes. Members of the STRIKE team and to her surprise, David were waiting for her in the entrance lobby, all wearing grim expressions on their faces. The mood in the building was somber and uneasy.

"What happened?" Rebecca demanded of her friend, who looked exhausted and worried. He must have been roused from sleep just as she had and called in.

"Far as I know, Fury was hit with a sniper rifle from outside Captain Rogers' apartment." David fell in step beside her as they started for the elevators. "Shooter managed to escape. They rushed Fury to the hospital but he died on the table around 1 a.m. You were one of the last people he met with yesterday other than Captain Rogers. They're probably just going to question you about your meeting."

"It was a short debrief about my last mission." Rebecca frowned, thinking back to the conversation, trying to remember if anything had stood out. She and the now deceased Director weren't close. She understood questioning the last people who'd seen him alive, but she wasn't sure there was much she could tell them.

"Just answer their questions honestly and you'll be out of here in no time." David gave her shoulder a friendly squeeze, stepping into the elevator with her. "It'll be fine, Beck. World Security Council."

"Confirmed." The computerize voice replied.

"It's not fine, David. Director Fury is dead." Rebecca reminded him as the glass box began to ascend floors of the building. "I can't believe it."

The elevator glided to a stop and Rebecca found herself on the same floor as the World Security Council's offices. David gave her a little nudge forward. "It'll be okay, Beck."

Rebecca stepped out into the hallway, right into the path of Captain America himself, Steve Rogers in full uniform barring the helmet. He stopped his forward march two feet from her and they both paused to glance at one another. He towered over her five foot four frame at six foot two. His blonde hair was cut in a shorter, spikier, more modern style than the old photographs she'd seen of him but his blue eyes were sharp and currently filled with a myriad of emotions.

"Captain." She gave him an incline of her head in greeting.

"Agent." His arm made a gentlemanly gesture of after you, and she stepped in front of him heading for Pierce's office. He fell in behind her and Rebecca felt her suspicion grow by the seconds that ticked by. David had said she and the Captain were the last people Fury spoke with yesterday, but the Captain had been with Fury when he died. Wouldn't they have questioned him already? She answered her own internal question, he'd probably been with Fury at the hospital.

When they rounded the corner that led to the offices, Secretary Alexander Pierce stood in the open doorway, conversing with a tall, willowy blonde woman who's back was to them. She turned when she heard their approaching foot falls and Rebecca recognized Sharon Carter. They'd been in the Academy around the same time as each other. Sharon was friendly enough but Rebecca didn't know much about her. They hadn't exactly run in the same circles.

"Captain Rogers. Agent Callahan." She greeted them both with a nod as she passed them, making her exit.

"Neighbor." There was a hint of snideness in the tone of the man behind Rebecca and she lifted her brows a fraction. Clearly, there was a story there, considering the way he'd chosen to greet Sharon contrasted with the politeness he'd showed Rebecca.

"Good, you're both here. This makes my job easier." Alexander Pierce gave them a wane smile. "Captain, Agent Callahan. I'm Alexander Pierce."

"Sir," Captain Rogers shook his hand. "It's an honor."

"The honor's mine, Captain. My father served in the 101st. Agent Callahan," Pierce turned to her. "Your docket is filled with good things about you. Please, come in. Both of you. It'll be easier to talk to you both together since a lot of my questions for you relate to your situations."

Again, Rebecca shared a glance with the World's First Superhero before they both followed Pierce into his office, wondering what either of them had in common in regards to Nick Fury's assassination. The office was a spacious one, full of modern decor. Pierce looked right at home in the space in his three-piece suit. On one of the tables, he had set out several photographs of Nick Fury, which the Captain ambled closer to peruse.

"That photo was taken five years after Nick and I met," Pierce explained of the one he'd chosen to pick up for closer inspection. In the photo, a much younger, still with both eyes, Nick and Secretary Pierce were shaking hands. "When I was at State Department in Bogota."

Unsure what to do with herself, Rebecca took a seat on one of the leather couches and opted to bide her time. If she had to sit through some small talk first she could manage, even with her own thoughts going a mile a minute inside her head.

"E.L.N. Rebels took the embassy, security got me out, but the rebels took hostages." Pierce went on. "Nick was deputy chief of the S.H.I.E.L.D. station there, and he comes to me with a plan. He wants to storm the building through the sewers. I said, "No, we'll negotiate." Turns out the E.L.N didn't negotiate, so they put out a kill order."

Secretary Pierce picked up a file he'd set aside and walked over to join them. "They stormed the basement, and what do they find? They find it empty. Nick had ignored my direct order, and carried out an unauthorized military operation on foreign soil, saved the lives of a dozen political officers, including my daughter."

"So you promoted him?" Captain Rogers lowered to sit down beside Rebecca when Secretary Pierce sat down adjacent to the couch.

"I've never had any cause to regret it." Secretary Pierce gave a rueful smile. "Captain, why was Nick in your apartment last night?"

Rebecca shot a curious look at the man beside her, noting his pause before he shook his head. "I don't know." He answered in a soft voice.

"Did you know it was bugged?" Secretary Pierce pressed on.

"I did." Captain Rogers sighed. "Because Nick told me."

Rebecca's eyebrows shot up into her hairline, but she kept her mouth shut.

"Did he tell you he was the one who bugged it?"

"What?" It was Rebecca who blinked and uttered the surprised exclamation at that piece of information. She knew Fury was the Spy of all spies and that left room for paranoia but to bug the Captain's apartment? That was taking it to an extreme.

"Yours was bugged as well," Pierce told her with a little shake of his head and at this news, her eyes boggled, furthering her confusion. "Agent Callahan, can you tell me why you spent nearly a month in Algeria on your last mission?"

"I was to track and report intel on Georges Batroc. I was reporting to my Supervisory Agent Cortez while I followed Batroc from Oran to Algiers." Rebecca told him. "Because Batroc is a hired mercenary, I was supposed to discover who he was working for, but I was unsuccessful. I alerted S.H.I.E.L.D. when he left Algiers to hijack the Lemurian Star, though I was unaware his target was the Lemurian Star until I'd returned Stateside, Sir."

Captain Rogers shot her a surprised look as he connected the dots to how she'd been linked to the events of the last forty-eight hours.

"And debriefed with Fury himself, yesterday." Secretary Pierce said casually as he sat back. "You'd been sending your mission reports to Cortez. Why did you debrief Fury yesterday?"

"I was as surprised as you when I was ordered to report to him. He said he wanted my impressions as well my intel. I told him I thought Batroc was scum and should have been locked up long before now." Rebecca shrugged helplessly. She really didn't have much else to tell him, in her eyes her mission had been cut and dry.

"Can't argue with you there." Secretary Pierce reached for a remote on the corner of his desk. "I want to show you both something."

They both turned to the television monitor he turned on and at once the face of Georges Batroc filled the screen, Rebecca recognized him immediately having dogged his footsteps for several weeks. He was sitting solemnly in an interrogation room, eyes downcast to the table he was cuffed to while a man in the black STRIKE uniform paced behind him, asking him questions in French.

"Is that live?" Captain Rogers asked, his eyes narrowed as he focused on the screen behind them.

"Yeah, they picked him up last night in a not so safe house in Algiers." Secretary Pierce nodded and shot Rebecca a wry look. "Thank you for that."

Rebecca couldn't help it, the corners of her mouth ticked up. "My pleasure." Despite everything, she was pleased to see Batroc in custody even if they hadn't found who hired him. Men like Batroc belonged in cages, not on the streets causing harm to other people.

"Are you saying he's a suspect?" Captain Rogers refocused their attention back on the screen.

"Assassination isn't Batroc's line, is it Agent Callahan?" The Secretary glanced over at her, the first hint of amusement twinkling in his eyes. He must have read her reports and known she'd profiled Batroc while gathering intel. She was an adequate criminal profiler when the need arose, had considered joining the Behavioral Analysis Unit in the FBI if S.H.I.E.L.D. hadn't hired her out of the Academy.

Rebecca met the Captain's gaze when he twisted to look at her. She shook her head at his previous question. "Batroc's bloodthirsty. A sniper rifle would not be his style. He'd use it as a last resort and I don't believe he's that good a shot. He likes close quarter combat and is a master of La Savate, which is a French form of kickboxing. When he kills, it's not from a distance. He revels in the fight and you could say he gets off seeing his victims die up close. An assassination like Fury's would be out of character for him."

"Someone did her homework." Pierce gave a slight chuckle. "It's more complicated than that. Batroc is a mercenary and was hired anonymously to hijack the Lemurian Star. He was contacted by email and paid by wire transfer, and then the money was run through 17 fictitious accounts. The last going to a holding company that was registered to a Jacob Veech."

"Am I supposed to know who that is?" The Captain asked, accepting the file passed over to him, while confusion flickered over his facial features.

"Not likely. Veech died six years ago." Pierce informed him, as the Captain began to rifle through the file. "His last address was 1435 Elmhurst Drive. When I first met Nick, his mother lived at 1437."

"Wait," Rebecca looked up from where she'd been reading over the Captain's shoulder, piecing together what the Secretary was trying to say.

"Are you saying Fury hired the pirates? Why?" Captain Rogers paused, coming to the same conclusion she had and sounding just as dubious about the idea as she felt.

"The prevailing theory?" Pierce shrugged. "Was that the hijacking was a cover for the acquisition and sale of classified intelligence. The sale went sour and that led to Nick's death."

"That makes no sense." Rebecca sputtered, indignant on Fury's behalf. "Why would Nick try to sell classified information? You think he was turned? That's ridiculous!"

"If you really knew Nick Fury you'd know that's not true." Captain Rogers sounded resolute in his statement and Rebecca relieved she wasn't the only one seeing the theory as ludicrous.

Pierce nodded soberly. "Why do you think the three of us are here talking?"

Pierce got to his feet and began to walk towards the window. "See, I took a seat on the council not because I wanted to, but because Nick asked me to because we were both realists. We knew that despite all the diplomacy, and the hand shaking and the rhetoric, to build a really better world sometimes means having to tear the old one down. And that makes enemies."

Both Rebecca and the Captain got to their feet as Pierce turned to face them.

"Those people that call you dirty because you've got the guts to stick your hands in the mud and try to build something better. And the idea that those people could be happy today," Pierce shoved his hands in his pockets. "Makes me really, really angry."

Rebecca couldn't help but agree with him on that point. Nick Fury was not perfect by any means, there was blood on his hands, no question, but the idea of anyone celebrating his death didn't sit right with her. Not when at the end of the day, Fury was trying to make the world a better, safer place.

"Captain, you were the last person to see Nick Fury alive. I don't think that's an accident." Pierce said matter-of-factly. "And I don't think you do, either. So, I'm going to ask again. Why was he there?"

Rebecca looked up at the Captain, anticipating as well as dreading whatever answer he had.

"He told me not to trust anyone." Honesty rang true in the Captain's voice this time.

Pierce made a humming sound in his throat. "I wonder, if that included him."

There was a contemplative moment of silence before the Captain spoke again. "I'm sorry. Those were his last words. Excuse me," He turned to leave, picking up his shield that he'd set down and attaching it to the harness on his back.

"Captain," Pierce's voice halted him midstep. "Someone murdered my friend. I'm going to find out why. Thank you Agent Callahan. That's all I needed from you at this time."

"Sir." Rebecca forced a smile and went to follow the Captain out.

"Anyone who gets in my way is going to regret it." Pierce's voice rang out again, a pointed look in the Captain's direction. "Anyone."

For his part, the Captain simply opened the door for her. "Understood."

Once they were clear of the office, Rebecca felt the Captain's hand on the base of her spine as he nudged her along towards the elevators. She turned her head to say something, but the quick shake of his head had her snapping her mouth shut.

So the Captain did know more than he was letting on and now apparently Pierce wasn't the only one who wanted to question her. Rebecca opted to play along, for now. There was a reason Nick Fury had turned to the Captain in his last moments and she would trust his judgement. Besides, Captain America was a renowned Superhero, the leader of the Avengers, a War Hero. That had to mean something.


	4. Escape From the Triskelion

**Chapter Three: Escape From the Triskelion**

Once the elevator arrived and the doors opened, both Rebecca and the Captain stepped inside. "Operations control." The Avenger said, his tone heavy as he stepped to the back of the elevator to face the cityscape.

"Confirmed." The S.H.I.E.L.D. computer replied.

Just as the doors slid closed, a hand shot between them and Brock Rumlow, as well as two other STRIKE team members, joined them, forcing Rebecca to step back closer to the Captain to make room for them. .

"Keep STRIKE personnel on site," Rumlow was saying. "Forensics."

"Confirmed."

"Cap," Rumlow grunted in greeting. "Callahan." If Brock was surprised to see her, it was only indicated by the slight lift of his brows, otherwise, his expression remained at ease.

"Brock." "Rumlow." They both replied, with the Captain turning away from the cityscape to face the front of the elevator.

As the elevator began to descend, Rumlow turned to speak to the Captain again. "Evidence response found some fibers on the roof they want us to see. You want me to get the tac team ready?"

"No," The Captain deliberated for only a handful of seconds. "Let's wait and see what it is first."

"Right." Rumlow nodded and turned back to face the front of the elevator.

The elevator slowed to a stop and the doors opened, allowing more S.H.I.E.L.D. workers into the glass transport making it feel more cramped inside. "Administrations level."

"Confirmed."

Rebecca shifted to make more room and caught sight of the Captain's expression. His blue eyes were narrowed in suspicion and he shifted as well, angling her slightly behind him as space became more crowded. Rebecca wasn't as quick on the uptake as he was, but she took his cues and noticed how the workers spaced themselves around the elevator, leaving herself and the Captain in the middle, surrounded.

A feeling of trepidation danced down her spine.

"I'm sorry about what happened with Fury," Rumlow spoke to the Captain again, this time from over his shoulder. "It's messed up, what happened to him."

"Thank you," Steve replied lowly just as the elevator stopped again to allow three more members of STRIKE onto the elevator.

Now Rebecca knew this was no coincidence no matter how casual the other men in the elevator were trying to appear. Alarm settled in her stomach, and her foot gave an agitated tap.

Very subtly, the Captain's fingers encircled her left wrist and he squeezed in either warning or reassurance, she wasn't sure which. But she felt sure that of the men in the elevator at that moment, he was the only one worth trusting. She had a very bad feeling about this.

"Records."

"Confirmed."

She did the math. If this was shaping up the way it looked, she and the Captain were outnumbered nine to one. The members of STRIKE stood between them and the doors and the suits, probably agents like herself, trained in combat but not with a military background were behind them.

The Captain glanced down at her, an apology in his eyes and then straightened. "Before we get started," He said to the rest of the elevator. "Does anyone want to get out?"

There was a beat of quiet, then the electric charge of a stunner baton filled the small space and the man directly in front, Agent Rollins, whipped around for the first strike, which missed as Steve dodged out of the way. The shield clattered to the floor as the largest man seized the Captain from behind trying to lock in a sleeper hold.

Rebecca yelped as two of the STRIKE team members seized both her arms dragging her to the opposite side of the elevator separating her from the Captain. Her hesitation had cost her, and she couldn't reach her sidearm. Not that it'd be safe to fire any shots in such an enclosed space but she could have used it to hit people if she'd not been so busy watching the Captain.

Electromagnetic cuffs were produced as they tried to pin Rogers to the elevator wall. He let out a grunt of exertion, eyes meeting hers before kicking the man directly in front of him in the upper thigh sending him stumbling back into one of the men trying to subdue her.

It gave Rebecca the opening she needed, twisting her left arm free, she turned her right wrist, digging her fingers into her assailant's forearm and threw her body down to the floor, forcing him down after her as she turned, sending him rolling into some of the men trying to cuff the Captain.

Rebecca scrambled up to her feet, hitting her other attacker with an uppercut that caught him under the chin. The Captain himself had become a flurry of spin kicks and fists, sending bodies flying everywhere. Then just as quickly, it was only Rebecca, the Captain and Rumlow left standing with two stun batons in his hands.

"Whoa, big guy!" Rumlow huffed, darting a glance at her before focusing on his immediate threat. "I just want you to know, Cap. This isn't personal." Then he dove forward. Rebecca winced as she heard the buzz of the baton connecting and the Captain's grunt of pain, but unlike a normal man who would have dropped from the charge. It just seemed to piss him off and he threw Rumlow up into the ceiling, glass breaking and falling down around them before Rumlow hit the floor with a thud. He didn't rise afterward either.

"It kind of feels personal." The Captain snapped, before looking over at her. "You okay?"

"Yeah." She nodded slowly, glancing at the bodies unconscious at their feet. Had she been in this elevator with anyone else, they would have been overpowered no doubt about it. "You're a badass."

"You seem capable." He stomped the outer lip of his shield causing it to flip back up into the gauntlet on his arm. "Nice arm drag."

"Thanks. Besides standard combat training, I take Muay Thai kickboxing, Brazilian Jiu-Jitsu and am learning Russian Sambo. Still, I wouldn't have been able to do what you just did." She let out a breathless chuckle. "So what now?"

"We get out of here. Fury was right, S.H.I.E.L.D.'s compromised." He said, turning off the emergency stop that had been hit in the ruckus. "We need to get someplace safe-"

The doors slid open to reveal the rest of the STRIKE team waiting for them, guns poised to fire. "Drop the Shield and put your hands in the air!"

Rebecca lifted her hands, knowing they weren't fighting their way out of this one, way too many guns but the Captain had other ideas. Turning, he used his shield to cut through glass and the cables holding up the elevator, which began to plummet down with them still in it.

Rebecca screamed in terror, grabbing a side rail to keep from falling on top of Rumlow who still lay unconscious at her feet.

The emergency grates kicked in and the elevator came to grinding halt between floors. The Captain opened the doors just enough to see more of the STRIKE team coming and closed them again.

"Give it up, Rogers!" Someone shouted. "You've got nowhere to go."

He passed her and began looking out the window and down. He exhaled in exasperation and then looked at her. "I'm going to need you to trust me."

Rebecca glanced down and felt her eyes widen and her stomach churn with pure unadulterated fear. "No! No way! Are you crazy? We're ten stories up still!"

"I can't leave you behind. For whatever reason, they're trying to kill me, and probably you too for whatever is connected with that pirate from Algeria. I'm not going to leave you, and I can't surrender to them. So I need you to trust me." He said seriously. "Please. It's our only chance."

Rebecca listened to the shouting on the other side of the doors. He had a point. She could stay, surrender and possibly be caught up in whatever had killed Fury. No doubt they would interrogate her, probably through the nefarious means they used on criminals. Or if S.H.I.E.L.D. was compromised as Fury and the Captain believed, they could simply kill her to make sure she stayed silent. Her only other choice was to put her faith in the Nation's greatest hero.

With a shaky breath, she let go of the rail. "If I die, I'm haunting your ass." She promised him, taking a shaky step over Rumlow.

He flashed a rueful smile and held out his free hand. "I won't let you die. Get on my back."

"This is such a bad idea. I've lost my mind." She swore under her breath but crossed to him. He helped boost her up so that her arms were wrapped tightly around his shoulders and her legs bracketed his hips.

"Just make sure you move with me okay?" He told her grimly. "The shield is going to take the point of impact. And I'm really sorry, there's no way this isn't going to hurt."

"I'm so going die." She muttered, squeezing her eyes shut and gripping onto him for dear life as he backed up and then broke into a sprint, using his shield to break through the glass and leap out into thin air.

She screamed again when they were airborne, shards of glass raining down with them. She felt his arms curl in as they fell towards the glass scaffolding that jutted out from the main entrance of the Triskelion. She opened her eyes, the wind whipping tears from them and her heart felt like it was in her throat, choking her. People below screamed when they crashed through it shield first and the concrete ground rushed up to meet them.

There was a hard, jarring impact that rattled every bone in her body and sent her flying clear of Captain Rogers to land several feet away from him. She heard him groan in pain but couldn't do more than wheeze in desperate gasps of air. Everything hurt, even her teeth. Everything felt broken, even parts she didn't think could break. She wasn't even sure she could move. There was a ringing in her ears and the world around her appeared fuzzy for a long moment.

"Callahan!" She heard him yell, though it was muffled to her ringing ears. The loud crunching sound as his boots crushed the glass around her came in clearer. "We've got to move." He insisted, sliding his free arm around her and forcing her upright.

Her vision spotted and she whined in protest.

"One foot in front of the other, come on, left, right." He propelled her forward and sure enough, her legs began to move of their own accord. "That's right, stay with me."

She wasn't sure how they made it to the garage. Her head was throbbing and she felt the warm, sticky wetness of blood seeping down past her right temple. And she was pretty sure she had a cracked rib, or ten. Hell, she might have cracked everything at this point, there wasn't a part of her that didn't throb with pain.

Captain Rogers grabbed his motorcycle helmet and strapped in on her head. "Hang on, okay? I'm going to get us out." He helped her onto the motorcycle then climbed on in front of her. "Whatever you do, don't let go."

He revved the engine then hit the gas and suddenly they were roaring out of the garage just as the door slammed close to lock them in. The wind whipped by her face and she ducked her aching head down into his back to avoid it.

"Stand down, Captain Rogers. I repeat, stand down." The radioed order came from the quinjet that flew out to block them off from their exit.

"We're going to make the jump." He yelled back to her, reaching down to pull one of her arms up around his shoulders. "But they're going to open fire. Keep your head down and when I lean forward, lean with me!"

"You're going to kill me!" She shouted back to him but tightened her grip on him.

Sure enough, the sound of machine gun fire and bullets embedded in the pavement. Steve accelerated and Rebecca's stomach churned with motion. She was grateful she hadn't eaten before coming in to the Triskelion or she'd be in danger of vomiting.

"Ready?" He reached for his shield. "Now!"

Suddenly the bike made a hard left, laying down on its side just as he jumped them clear. He threw his shield with his left arm, letting it take out the gun on the quinjet and used his right hand to grip hers as they flew forward through the air before landing in a heap on the other side of the bridge blockade.

For the second time, Rebecca lay stunned on the concrete as he got up to retrieve his trusty shield. She had to have a concussion at this point, despite the helmet he'd strapped on her head before their suicide jump.

Captain Rogers returned to her side, helping her up. "I am sorry, for all this. For whatever all this is. Fury dragged us into something big. If I could have left you safely behind I would have."

"Fury should be sorry. They were going to take both of us. You technically saved my life, in a suicidal kind of way." She reached into her pocket and pulled out her crushed and cracked cell phone. "Good, it's broken." She said before throwing it into the Potomac River. "Nothing else on me has GPS capability."

"Smart." He nodded and placed his hand on her lower back. "Come on, we need to get off the streets before more of them show up."

"And some ice. Preferably a lot of ice." She insisted.

* * *

 **A/N: I hope you're enjoying this so far. Only one person has reviewed so I have no way to tell, but some of you are following so I'll continue to write and post. I really hope Rebecca hasn't come off as a Mary-sue, that's my fear. Technically this a prequel to the real story of hers I want to write. I needed to write this to set the stage. I don't want her to be helpless, she's capable in a fight, but not on the Captain's or Black Widow's level. And she's going to have injuries. The actions scenes in this fic, she's going to feel pain, and it'll slow her down. I don't want her to appear foolish either. She trusted Captain America because he's Captain America and she considered the alternative. Her role is more of a supporting role in the Winter Soldier, she has a purpose, she's in this with them, but she's not going to detract from everyone else and save the day if that makes any sense. Eh? I'm trying! lol**


	5. Putting the Pieces Together

**Chapter Four: Putting the Pieces Together**

"Not that I mind being at a hospital because I'm pretty sure several things are broken," Rebecca murmured to the Captain as they walked, well she limped, down a bustling hallway full of doctors, nurses and reeking of disinfectant. "But why are we here?"

They were both incognito, changing into stolen clothes. She'd tossed out her S.H.I.E.L.D. jacket in favor of an oversized black hoodie and had done her best to wipe off the blood and clean up in a McDonald's restroom. The Captain, or Steve as he insisted she call him now since they were on the run together, also wore a hoodie and jeans instead of his conspicuous uniform.

"I left something here. Something Fury gave to me before he died. I didn't trust them not to confiscate it. Turns out I was right to hide it." He kept his voice low, lest they were overheard. "Hopefully it'll explain what all this is about."

"Like why S.H.I.E.L.D. tried to kill us?" She remarked, a tad bitterly. The reality was beginning to set in. The organization she'd pledged a decade of her life to had turned on her today. It was a hard pill to swallow, especially since she wasn't even sure why.

Both she and the Captain had done nothing but follow orders for S.H.I.E.L.D. and one conversation with Secretary Pierce had the entire STRIKE team on them within minutes. She should be dead already or being tortured for information in an interrogation room somewhere, she realized, risking a sideways glance at the living legend walking beside her. He was the reason she wasn't. Despite her physical pains, which would heal, she didn't regret jumping out of the building with him. Though it was not an experience she cared to repeat, ever.

"Yeah, it's some kind of computer thing." He stopped outside a nurse's station. "Here, get some ice and whatever you might need." He told her, nodding in the direction of a supply closet. "I'll get it, meet you here in two minutes. Save me some ice too."

"Thought you'd have had your fill of ice, Captain." She couldn't help but tease. He had spent seventy years frozen in ice after all.

"Very funny." He rolled his eyes. "Two minutes." He promised and she nodded in affirmation.

She waited for him to disappear around the corner before she discreetly slipped into the supply room. She shoved two ready made ice packs into the front pouch of her hoodie, and after deliberation, pocketed a bottle of vicodin. She just fell ten stories with only a super soldier to break her fall, she was sore and knew at a least a couple of her ribs were cracked. She was lucky she wasn't dead. She swiped a roll of medical tape for them as well. Satisfied with her finds, she slipped back out and pretended to be interested in a medical magazine while she waited, counting the seconds down in her head.

When three minutes passed and he hadn't returned, Rebecca started to get nervous so she set down her magazine to go look for him. She was about to go into a full blown panic thinking STRIKE had found them already when he emerged from a room down another hallway with Agent Romanoff at his heels.

She breathed a sigh of relief, but was more than a little stunned to see the Black Widow.

"Callahan." Romanoff's expression remained impassive but her tone suggested surprise.

"Romanoff." Rebecca merely lifted her brows, waiting for an explanation.

"Rebecca was with me in Pierce's office and when I escaped the Triskelion." Steve told Romanoff. "Fury had her tracking Batroc."

"Yeah I know, she's been in Algeria for a month." Natasha shrugged. She had level eight security clearance there wasn't much kept secret from her. "And she got pulled into this too. Makes sense, Nick was always kind of impressed with her."

"Not as impressed as he was with you." Rebecca ran a hand through her messy ponytail. "I'm sorry." She told the other woman sincerely who'd had a closer relationship with Fury than most of the Agents in his employ had.

"Not as sorry as the bastard who killed him is going to be." The Black Widow smiled in a sinister way that gave Rebecca a clear impression of how she'd gotten her namesake.

"Not here," Steve told them both. "Let's get someplace quiet and we'll talk, figure this all out. Natasha knows who killed Nick." He said the last part to Rebecca as if that explained everything, but it only had Rebecca looking at Natasha expectantly.

"Callahan will too. She'll know the Ghost story. If not from S.H.I.E.L.D. then from before," The Black Widow looked her straight in the eye. "The Winter Soldier."

Almost unwittingly, Rebecca's spine straightened in recognition of the name. Suddenly she was fifteen, in her father's study, listening to him carry on about the greatest assassin the world had ever seen and how he wished he could get him on the RIRA payroll. He'd just taken out Finnbar Hennesy, the Taoiseach of the Republic of Ireland, which had been a surprise victory for RIRA that year, even if they hadn't been behind the assassination.

Then she was nineteen at the Academy, reading old unsolved cases with descriptions of the shooter sounding remarkably like the man her father had once described. Though the cases had spanned decades apart and she'd been dubious that it could be the same man. The Winter Soldier became a Ghost story passed around to aspiring agents as the ultimate feather in the cap if he was ever caught. Rebecca had begun to believe he didn't actually exist.

"Is that even possible?" Rebecca shook her head in denial. "He'd have to be like ninety years old."

"So's he." Natasha jabbed her thumb in Steve's direction and he rolled his eyes, while Rebecca couldn't help the short laugh that escaped.

"Come on, not here." He repeated himself and starting walking towards the exit.

Rebecca limped alongside the other woman as they followed. "You really think it's him?"

"Yeah, I do." The redhead nodded, her expression pinching with anger for the briefest of seconds. "Now we just have to see what's on that flashdrive, find out what he wants."

"Simple enough." Rebecca shrugged. Though she knew this would be anything but.

"Sorry, you're caught up in all of this." The other woman told her. Her tone of voice more genuine than it had been before. "I know this isn't your usual speed."

"Technically Fury brought me into this when he sent me after Batroc. The ultimate question though, is why." Rebecca shrugged. She blamed neither Steve nor Natasha. They were just as much victims as she was. "Besides, my gut tells me I'm better off trusting Captain America than I would have been surrendering to the STRIKE team."

"Can't fault your logic."

* * *

Once they were clear of the hospital and focusing on blending in with the crowd did Steve seem to relax some. He let Natasha and Rebecca take point since they both had some experience being on the run. The Black Widow suggested the apple store at the Chevy Chase Pavillion to open up the flash drive. The mall crowd would make it impossible for the STRIKE to come in full force and there would be plenty of escape routes with its multiple entrance points.

"First rule of being on the run," Natasha told Steve as the three of them entered the mall, walking side by side. Rebecca's limp had evened out after she'd dry swallowed a vicodin. "Walk, don't run."

"Appear casual and unhurried." Rebecca added, remembering her own experiences on the run with her family as a teenager. "Don't look around a lot, don't power walk, don't be shifty. The key is to not draw attention to yourself. That way if they question any witnesses later on, they won't remember you."

"If I run in these shoes they're going to fall off." Steve groused, frowning down at the modern kicks he wore on his feet. The sneakers were designed more for fashion than purpose.

"Callahan, you cool to play lookout?" Natasha asked in a quiet voice as they approached the Apple store.

"I suck at hacking of any kind, so yeah I can do lookout." Rebecca nodded in agreement with her request, unashamed of her lack of computer skills. She knew the basics and that had always gotten her by in the past. "How much time have we got?"

"The drive has a level six homing program, so as soon as we boot up S.H.I.E.L.D. will know exactly where we are." Black Widow explained, a thoughtful expression on her face as she calculated the distance between the Triskelion and the mall. "So about nine minutes as soon as I plug in the drive."

"Roger that." Rebecca turned, breaking off from the pair as they headed inside. She opted to lean against one of the concrete posts outside the store, appearing casual, as though she were waiting for someone when she was in fact people watching. Getting in was easy, getting out would be much more difficult.

Nearly ten minutes had gone by when Steve and Natasha emerged from the store, walking fast. Rebecca had to jog a couple steps before falling in beside them.

"Standard tac team. Two behind, two across, two coming straight at us." Steve glanced around, summarizing their situation. "If they make us, I'll engage, you two hit the south escalator to the metro."

Natasha shot Rebecca a look, who almost snorted and dropped back to stroll behind them, head down, hands shoved in the front pouch of her hoodie.

"Don't look at her. Shut up and put your arm around me, laugh like I just said something funny." Natasha ordered, Steve when he turned to say something to Rebecca.

"What?" "Do it!" Steve didn't argue and followed her instructions so they passed the two tac team members without incident. Rebecca lifted her head, met Steve's concerned gaze and gave him a reassuring nod.

They made it to the South escalator and began their descent. Natasha suddenly stiffened and turned around. "Beck, angle yourself behind him. Steve, kiss me."

"What?" She heard the shock in his voice but Rebecca had spotted Rumlow on the opposite escalator and shifted so Steve's back would hide her from view, while pretending to look at the stores on the opposite side of the mall.

"Public displays of affection make people uncomfortable." Natasha explained to Steve in a hurried whisper.

"Yes, they do." He agreed, but the Black Widow was already on her toes, looping a hand behind his head and pulling his mouth down to hers.

Rumlow's gaze barely brushed over them before darting away from the kissing couple and looking beyond them. Once he was out of view, Natasha pulled back.

"Still uncomfortable?"

"Not the word I would use." Steve muttered, causing Rebecca to snort in amusement.

"Beck, how good are you at hotwiring?" Natasha asked, picking up her pace once they hit the ground floor.

"I've done it a time or two." She admitted as they headed towards the parking garage. "I can probably get that pick up running in two minutes, tops." She gestured to the blue pickup truck parked closest to them. "It's American made."

"Have at it." Natasha spied the Chevy she meant and nodded in agreement.

"Or less." Rebecca whooped, noticing the small box attached to the undercarriage that contained a spare key. "Gotta love the naive."

"Bout time something went our way." Natasha couldn't help but grin as Rebecca used the spare key to unlock the truck. "You know where we are going Cap, you drive."

"Right." He clambered up into the driver's seat, with Black Widow taking the passenger seat beside him. Rebecca chose to stretch out in the back of the extended cab. The vicodin had worked a miracle but her body still carried a dull ache due to the nature of their escape from the Triskelion.

"So where are we going?" Rebecca asked, wincing as she managed to stretch her legs out. She wouldn't be surprised if her hip had a nasty bone bruise. Remembering the tape she'd swiped, she pulled it out of the hoodie pouch before jerking the garment over her head and letting it drop to the floor of the truck. "Don't mind me, I need to tape my ribs."

Steve made a strangled noise in his throat when he glanced in the rearview mirror and he saw her pull the hem of her henley up so the underside of her bra was in view. He immediately averted his gaze on the road ahead and Rebecca shared a look of amusement with Natasha.

While Rebecca began to wind the tape around her torso, Natasha explained what she'd found on the flashdrive Fury had given Steve.

"The drive was encrypted with an AI that kept rewriting over my commands." The redhead said, a hint of annoyance in her voice. "So I managed to get the location of where this drive came from instead. New Jersey."

"Right to the source then." Rebecca mused, tearing off the end of the tape when she'd reached the base of her ribcage, then lowered her shirt back into place. "Hopefully we can finally get some real answers. Like why we're all on the government hit list because Fury dragged us into something without explanation."

"Whatever it is," Natasha twisted back to look at her as Steve steered the truck out onto the main road and headed for the highway. "It's something big if the Winter Soldier is involved. Things might get worse before they get better Callahan, fair warning."

"As long as I'm not jumping out of buildings again, I can manage. I don't really have much of a choice. I was in that elevator too when STRIKE came for him." She jutted her chin in the direction of Steve's seat. "You really think it was the Winter Soldier that killed Fury? I'm just having a hard time wrapping my head around him actually existing."

"Steve's description and the bullets they took from Nick, leave little doubt it's anyone else." Natasha replied. "I've dealt with him before, he's real."

"But are we sure he's not a copycat. Present company excluded, if the Winter Soldier is human, he'd age and how could a ninety year old make that kind of shot." Rebecca let down her hair, finger combing it, wincing when dried flakes of blood fell into her lap and then redid her ponytail. "Age eventually catches up with you and his sight would have lessened by now."

"Your theory could be correct, or somehow it's the same guy." Natasha looked thoughtful. "We'll get our answers one way or another."


	6. Down Memory Lane

**Chapter Five: Down Memory Lane**

They fell into silence as Steve navigated the truck down the highway. Rebecca chose to sit back and rest while she could. Any moment they could be in another fight or flight situation. The Black Widow, however, was now staring at Steve with a contemplative expression on her face.

Only when they passed the sign that read, "You are now entering New Jersey" did Steve finally speak. "What Nat?"

"I have a question for you, of which you do not have to answer." Natasha gave him a little smirk. "I feel like if you don't answer it though you're kind of answering it, you know?"

"What?" Steve asked giving her a mild look of impatience before turning back to the road.

Rebecca sat up, curious after Natasha's little ramble. Granted this was the longest amount of time she'd ever spent in the other woman's presence but it was the first time she'd ever seen her out of her spy mode and just simply looking curious, enough to ramble even.

"Was that your first kiss since 1945?" Natasha asked, mischief dancing over her face and sparkling in her eyes.

"Oh my God. Natasha." Rebecca could help to giggle a little at the question. It had been the last thing she'd expected the former assassin to ask. Who knew she could gossip just like other women did. She was always so serious.

Steve let out a heavy, almost self-deprecating groan. "That bad, huh?"

"I didn't say that." Natasha protested his conclusion.

"Well, it kind of sounds like that's what you're saying." Steve refuted with a little eye roll.

"Scale of one to ten?" Rebecca asked Natasha, only half joking as she'd be lying if she said she didn't want to know what kind of kisser the great Captain America was. Any straight woman would want to know the answer to that question.

"I didn't mean it like that." Natasha snorted at Rebecca's question. "I was just wondering how much practice you had."

"You don't need practice." Steve shook his head incredulously.

"Yes, you do." "Everybody needs practice." Natasha and Rebecca both argued in unison.

"I can't stand when a guy kisses with too much tongue or an open mouth. I'm either choking or covered in drool." Rebecca explained when she caught Steve's questioning look in the rearview mirror. "There's a certain finesse in the art of kissing."

"Thank you." Natasha pointed at Rebecca who had basically proven her point.

"I didn't do either of those things!" Steve's eyes met Rebecca's again.

"Still, finesse." Rebecca pointed out.

"It was not my first kiss since 1945!" He exclaimed and Rebecca noticed the tips of his ears were red with humiliation. "I'm 95, I'm not dead."

Natasha took his claim with a nod. "Nobody special though?"

Steve huffed out a sarcastic chuckle. "Believe it or not, it's kind of hard to find someone with shared life experience."

Rebecca empathized with him on that. It was hard to have a dating life when she could be sent out on a mission at any time, for any length of time and couldn't explain in detail where she was going to a significant other. She'd had the occasional casual fling herself, but with her lifestyle couldn't manage anything serious.

"Well that's all right, you just make something up." Natasha countered his statement.

"What like you?" Steve replied, sounding a little bitter.

"I don't know." Natasha shrugged, unoffended by the accusation. "The truth is a matter of circumstance. It's not all things to all people, all the time. Neither am I."

"That's a tough way to live," Steve commented with a serious tenor in his voice.

"It's a good way not to die though." Natasha mused lightly.

"You know, it's kind of hard to trust someone when you don't know who that someone really is," Steve added with a pointed look in her direction.

Natasha gave a low hum in agreement. "Who do you want me to be?"

From her vantage point, Rebecca understood both sides of their conversation. Natasha lived her life the only way she knew how to survive. She was a chameleon, blending in with her surroundings as best she could. Where the Captain stood by his morals and beliefs no matter the consequences. He lived his life in black and white, Natasha thrived in the shades of gray.

"How about a friend?" Steve suggested.

Natasha chuckled. "Well, there's a chance you might be in the wrong business, Rogers. Though you've managed to have a couple of friends haven't you Callahan?"

"Not that I can contact them without exposing us, but yeah. Nora, she works in Cyber Crimes and David, who-"

"Is probably hunting you." Natasha interrupted Rebecca with an apologetic glance. "He's in knee deep with STRIKE. David Monroe right?"

"Yeah," Rebecca thought back to David waiting with the STRIKE team to escort her to Pierce's office. "You think he's in on all this?"

"With the way he pants after Rumlow, I wouldn't trust him, Callahan," Natasha warned her, though there was sympathy in her eyes.

"I've known David for years, he wouldn't-" Rebecca shook her head in denial.

"Just be careful," Natasha told her. "I'm not saying he's definitely in with STRIKE but he very well could be."

"God I hope not." Rebecca sat back again, a pained frown on her face.

"He someone special to you?" Natasha inquired curiously and Rebecca even caught Steve's sharp glance back at her at the question.

"No, not for me. It was never like that. Nora though, she's head over heels for him." Rebecca admitted. "I tend to follow Steve's hard to find someone with shared life experience excuse. Sorry, Babe, gotta jet off to Algeria for a month and if things go sideways I could wind up coming home in a body bag. If not I'll be dog tired and need sleep for at least a day when I get back. So don't expect a hot date night any time soon."

Natasha gave a derisive snort at her attempt at humor, but Steve met her eyes in the rearview mirror and she found sympathy and understanding there.

The rest of the drive passed by in companionable silence, each occupant in the truck lost in their own thoughts. For her part, Rebecca was concerned about David. Would he have turned against her? They'd been friends since the Academy. They knew each other. He had to know she wouldn't have done anything that warranted S.H.I.E.L.D. coming after her.

When Steve turned off the main road and the tires of the truck crunched up a dirt and gravel drive, Rebecca straightened in her seat to look out the window. They were approaching a chain-link gate, flanked by two brick pillars, one with an old guard shack attached to it. There were trees and dense forest surrounding them, but beyond the gate, she could see a winding dirt road that led deep into what had to be some kind of compound if she had to wager a guess.

"Did you bring us to summer camp? We're a bit early." Rebecca joked, though only Natasha seemed to find it funny since she chuckled. Steve had a faraway expression on his face as he parked the truck at the gate and shut off the engine.

The three of them got out of the truck, Natasha and Rebecca both armed with handguns and Steve with his Shield. Steve glanced around them again. "This is it?"

"The file came from these coordinates," Natasha assured him.

"So did I," Steve replied, his gaze falling on the faded sign hanging off to the right of the gate,

 _Camp Lehigh_

 _U.S. Army Restricted Area_

"Come on," Steve said to them. "We're losing daylight, and it's a bit of a hike on foot to get to any of the buildings." He informed them.

Rebecca looked over at him, saw the range of emotions play over his face. This was the base he'd trained at when he'd finally enlisted in the Army. This was where he'd been chosen amongst the other soldiers for Dr. Erksine's project. This was the place that had forged Steve Rogers into Captain America.

By the time they reached the first of the brick outbuildings of the camp, the sun had disappeared behind the trees, sinking below the horizon. Natasha, who must always be prepared for any situation, managed to pull a small scanner out of her jacket pocket and was using the flashlight feature to scan the outside of the buildings. The place was quiet and completely deserted by the looks of things and even with Steve speaking softly his voice carried.

"This camp was where I was trained." He stopped walking for a moment to stare up at the empty flagpole with nostalgia sitting heavy in his expression.

"Change much?" Natasha asked, still moving, still searching, though Rebecca wasn't quite sure what she was looking for.

"A little," Steve admitted, not even looking at Rebecca when she stopped beside him. She understood, he was caught somewhere between past and present, memories and current situation.

Rebecca had only been home to Ireland a handful of times since she'd left. She'd even learned to drop her accent at S.H.I.E.L.D. Academy with vigorous speech training. But once she stepped foot on the Emerald Isle, especially around Galway, where she'd grown up, it was easy to drift back into old habits.

"This is a dead end," Natasha announced. "Zero heat signatures. Zero waves, not even radio." She shoved the scanner back into her pocket. "Whoever wrote the file must have used a router to throw people off."

Rebecca sighed in disappointment, but Steve studied his surroundings, brow furrowing when something caught his attention.

"What is it?" Natasha asked, noticing his demeanor as well.

His frown deepened and he began to march towards an old weapons bunker, forcing Natasha and Rebecca to trot after him. "Army regulations forbid storing munitions within 500 yards of the barracks. This building is in the wrong place."

Using his shield, he swung it into the padlock on the door, snapping it cleanly in half to allow them entrance. Their footsteps echoed down the cement steps and when Steve reached the bottom, he hit the breaker switch allowing the lights to click on one by one, revealing a wide open space filled with desks and chairs, the original S.H.I.E.L.D. insignia on the far wall.

"This is S.H.I.E.L.D," Natasha announced, looking around a little bemused.

"Maybe where it started." Steve agreed, looking around suspiciously.

"The phones are seriously out of date," Rebecca commented, noting the old black, spin dial phones on several of the desks. She doubted any of them were hooked up for use.

They continued walking through the bunker, finding a door that led to back offices, which Steve opened and walked through. Here there was more shelving, though the files they once held were all gone. There were three black and white portraits hanging up on the wall. Howard Stark, front, and center, Colonel Chester Phillips to the left and Agent Margaret "Peggy" Carter on the right. The three founding members of S.H.I.E.L.D.

"There's Stark's father." Natasha sounded amused.

"Howard," Steve replied, having been on a first name basis with all of them.

"Who's the girl?" Natasha asked, side-eyeing Steve when she noticed where his gaze was focused.

Rebecca gave Natasha a startled look. Peggy Carter was a legend among S.H.I.E.L.D. Agents, especially the women since she had been independent and accomplished long before women of the time had made such progress. There had also been rumors of a romance between her and the man beside Rebecca, though that had never been confirmed and Peggy had eventually married SSR Chief, Daniel Sousa and they had two children who went on to work for S.H.I.E.L.D. like their parents. Peggy Carter was the kind of Agent most people at S.H.I.E.L.D. strived to be like. She'd been clever, bold and had a list of accolades to her name.

And judging by Steve's reaction with his non-answer as he turned to continue their investigation there might have been some truth to those romantic rumors.

Not that Rebecca had time to explain all this to Natasha, so she offered the other woman a shrug and followed Steve deeper into the bunker.

Steve stopped by a set of shelves, looking around with a curious frown. "If you're already working in a secret office," He gripped one side of the shelving unit and pulled. It made a loud grating sound as it dragged across the concrete floor. "Why do you have to hide the elevator?"

Sure enough, behind the wall was a short hallway leading to two metal sliding doors concealing an elevator. "Wow, this is next level spy stuff," Rebecca whistled.

"You're way too used to tracking marks," Natasha snorted and pulled her scanner back out, using it to hack into the security keypad outside the elevator. "You haven't seen anything yet."

After several moments of beeping and configuring, the scanner lit up with iridescent green light and the doors slid open. The three of them looked at each other and shrugged before entering the metal transport. The doors slid closed again and the elevator began to descend deep underground.

"This isn't creepy at all," Rebecca muttered.

After what seemed like eons but was probably no more than a minute, the elevator finally ground to a halt and the doors slid open with the ding of a bell. There was nothing but pitch black space beyond the doors and Rebecca fought back a sense of unease. She wasn't afraid of the dark per say, but she'd prefer more light walking into the unknown. At least if she could see she'd be more capable of defending herself.

With a small sigh, she followed Steve and Natasha out of the elevator and into the dark. Her unease grew the elevator doors closed again, cutting off what little light they had. She forced herself to keep her breathing even so she could listen closely, but so far only heard the sound of her own footsteps and those of her companions.

Just as her eyes seemed to begin adjusting to the dark, suddenly the lights began to click on, revealing a small room full of ancient computer equipment in the world of technology. There was a layer of dust coating almost every surface as if nothing had been touched in months, if not years.

"This can't be the data point," Natasha exclaimed in disbelief. "This technology is ancient." Realizing what she said and who else was in the room with them, she shot a little smirk at Steve.

He ignored her, looking around the room, checking for access points and escape routes, that would be the soldier in him, though Rebecca was sure the only way out was the creepy elevator. It felt like they'd traveled pretty far underground.

"Wait," Natasha murmured, spying a modern USB hook up amongst the old computer systems. With a thoughtful frown, she pulled out the flash drive from her pocket.

"Can we just agree this place is creepy." Rebecca resisted the urge to shudder when Steve stepped up beside her while Natasha plugged in the drive. "There's just something off about it."

More lights came on and the machines around them whirred and beeped to life. One of the old monitors lit up with the words Initiate system, a robotic voice repeating the phrase, drawing their attention away from the other machinery.

Natasha stepped up to the old keyboard. "Y-E-S." She typed. "Spells yes."

There was a deep hum that reverberated throughout the room as something big began to power up.

"Shall we play a game?" Natasha joked, seeing Steve's blank look, she explained, "It's from a movie that was really-"

"I know," Steve said quietly, the corners of his mouth just barely tipping upwards. "I saw it."

The monitor became a mix of black and green flickering streaks as if some picture was trying to take form but couldn't. "Rogers, Steven." A voice creaked out of the speaker system. "Born 1918."

"Does the computer have an accent?" Rebecca asked. "Sounds German, or Austrian. Slavic?" She looked at Natasha who seemed to share her thought.

"Romanoff, Natalia Alianovna." The computer continued to identify them. "Born 1984."

Natasha looked startled to have been identified by her given name.

"O'Riley, Rebecca Ann." The computer chirped out. "Born 1986."

"O'Riley?" Steven shot her a startled look.

"It's a long story. I legally changed my name." Rebecca frowned. "What is this?"

"It's some kind of recording." Natasha was also frowning as she tried to figure out what was going on.

"I am not a recording, Fraulein." The computer corrected her.

"German." Rebecca mused, at least she'd been right about one thing.

"I may not be the man I was when the Captain took me prisoner in 1945, but I am," One of the smaller monitors lit up with a black and white photo of a small, stout middle-aged man, who'd lost most of his hair and wore thick coke bottle glasses on his piggish face.

"You know this thing?" Natasha asked Steve incredulously.

"Arnim Zola was a German Scientist," Steve explained. "Who worked for the Red Skull." He began to move about the room, inspecting it further. "He's been dead for years."

"First correction, I am Swiss!" The computer blipped out. "Second, look around you I have never been more alive."

Rebecca looked around at the lively machines. "Okay," She exclaimed. "What the hell is this?"

"In 1972 I received a terminal diagnosis. Science could not save my body," The computer began to chirp out its tale. "My mind, however, that was worth saving on 200,000 feet of databanks. You are standing in my brain."

"It just gets weirder." Rebecca did shudder this time. "This is why I never got into hacking."

"How did you get here?" Steve asked, not nearly as bothered by this whole situation as she was.

"Invited." The computer form of Zola answered.

"It was Operation Paperclip as World War II." Natasha was already putting the pieces together. "S.H.I.E.L.D. recruited German scientists with strategic value."

"They thought I could help their cause." Computer Zola continued. "I also helped my own."

"HYDRA died with the Red Skull." Steve snapped, eyes flashing dangerously.

"Cut off one head," Computer Zola reminded them of the old HYDRA mantra. "Two more shall take its place."

"Prove it," Steve demanded.

"Accessing Archive." Computer Zola announced and the small monitor lit up again with a black and white photo of Johan Schmidt. "HYDRA was founded on the belief that humanity could not be trusted with its own freedom. What we did not realize was that if you try to take that freedom, they resist." Footage of World War II began to play, including some of Steve in all his glory. "The War taught us much. Humanity needed to surrender it's freedom willingly."

"After the war, S.H.I.E.L.D. was founded. And I was recruited." Computer Zola informed them, as more footage began to play showing an alarming picture. "The new HYDRA grew. A beautiful parasite inside S.H.I.E.L.D. For seventy years HYDRA has been feeding crisis, reaping war and when history did not cooperate," Stills of the Winter Soldier appeared onscreen. "History was changed."

"Oh my God," Rebecca took a horrified step back, disbelief screaming from every nerve in her body. This couldn't be true. It couldn't be real.

"That's impossible." Natasha refuted the computer's claim. "S.H.I.E.L.D. would have stopped you."

"Accidents will happen." A newspaper clipping announcing Howard Stark and his wife's death flashed across the screen, followed by Fury's file was a deceased stamp across his statistics page. "HYDRA created a world so chaotic that humanity is finally ready to sacrifice its freedom to gain its security."

Natasha's expression of horror mirrored Rebecca's and Steve looked a cross between horrified and livid.

"Once a purification process is complete, HYDRA's new world order will arise." The footage now displayed was more modern, showing three helicarriers with very advanced weaponry. We won, Captain. Your death amounts to the same as your life. A zero-sum."

Steve whipped away from the smaller monitor towards the large main one, plowing his fist into the screen, cracking it into several pieces and the power to cut out.

But it didn't stop Computer Zola who moved on to a different monitor. "As I was saying." It mocked him.

"What's on this drive?" Steve demanded, his voice tight with fury.

"Project Insight requires insight." Computer Zola replied. "So I wrote an algorithm."

"What kind of algorithm? What does it do?" Natasha spoke pressingly, knowing the Captain was close to snapping.

"The answer to your question is fascinating." Computer Zola told her. "But unfortunately you'll be too dead to hear it."

Heavy steel doors suddenly sprung from the walls closing over the elevator, their only escape route. Not even Steve's shield could breach them.

Natasha's scanner device beeped in alarm. "Guys, we've got a bogey."

"What?!" Rebecca's eyes widened.

"Short-range ballistic. Thirty seconds tops." Natasha's expression was tight with alarm.

"Who's fired it?" Rebecca asked. "We're in the middle of nowhere?"

Natasha winced. "S.H.I.E.L.D."

"I'm afraid I've been stalling Captain," Computer Zola sounded amused, as much as a computer could. "Admit it, it's better this way. We are both of us, out of time."

Natasha grabbed the flash drive and Rebecca shot off a quick silent prayer. She was about see her mother again, much sooner than she'd planned on.

Suddenly Steve was ripping up a grate in the ground. Natasha jumped into the small space and Steve shoved Rebecca in after her, before joining them. Natasha hauled Rebecca into her lap and Steve covered both of them, holding his shield overhead just as the world around them exploded in a reign of fire and debris.


	7. Reign of Fire

**Chapter Six: Reign of Fire**

Natasha grunted beneath her, covering her own head as best she could. Rebecca's back was pressed completely against Steve's upper body, his breaths of exertion from holding his shield in place were stirring her hair. He began to groan and shake with strain as debris rained down upon them and without thinking, Rebecca lifted her arms, threading them between his to help push up on his shield against the onslaught.

It felt like an eternity but eventually, the wreckage began to settle and then they were alone in the dark. Steve began grunting, his legs shifting on either side of her as he started to push upwards in order to get them out. With one final push, he was able to knock the worst of the rubble away from them. Light filtered in from still burning flames in the vicinity.

Steve started pushing more ruins out of the way and Rebecca helped so Natasha could breathe fresher air. Natasha coughed and lay dazed, not in good shape. She must have hit her head in the explosion. Rebecca helped her into a sitting position as Steve turned back to them.

He wordlessly took Natasha from her, lifting her up and began to carry her out. Rebecca climbed out behind him, then stopped hearing the same fast approaching hum he did. Quinjets. And by the lights coming their way, STRIKE team would be overheard.

"Stay low," Steve told her quietly, knowing there would be men coming in on foot. "Let's move."

She nodded to show she heard him and understood and they began to quickly and quietly pick their way out of the mess. Rebecca kept glancing over her shoulder to make sure no man in black kevlar was on their trail. Only when they made it to the trees did Steve lose some of the tension in his shoulders.

"We need to get back to the truck," Rebecca told him. "With any luck, they're all searching for bodies and haven't noticed it parked out front since they flew in. You know this land better than they do. We can use the woods for cover."

"There could be men guarding the truck," Steve said in warning, shaking his head. "It's too risky."

"Steve, Nat is no condition to walk right now and you and I can't get much farther. We need the truck. Besides, we need to get to D.C."

He gave her a long hard look, then nodded in agreement. "Come on, this way."

They crept as silent as specters, sticking to the shadows as they navigated South towards the front gate. By some stroke of luck, there were no members of STRIKE guarding the truck, which meant they'd flown directly to the missile site.

Steve lay Natasha down in the backseat and this time Rebecca took the wheel. She kept the headlights off and began to creep down the dirt road once Steve settled in the passenger seat. They didn't speak, they didn't so much as breathe until the tires hit the tarmac.

Rebecca flipped on the headlights and punched the gas, setting the course for the highway. Checking the mirror and seeing no tail, she breathed a sigh of relief. She could still smell the smoke clinging to all them and she was caked with soot, plus now the adrenaline was wearing off and she could feel the new cuts and bruises to add to the other ones.

"O'Riley?" Steve suddenly asked, twisting in his seat to look at her questioningly. "I thought your name was Callahan."

"It is. Legally." Rebecca resisted the urge to cringe. Talking about her past was never a fun subject and people always looked at her differently when they learned the truth. She wasn't sure she was quite ready for Steve to think less of her.

"Are you married?" Steve asked. "Cause earlier you made it seem like you were single and-"

"I am single. This lifestyle doesn't leave a lot of time for romance." She took one hand off the wheel and scratched the back of her neck. "Callahan was my mother's maiden name." She sighed again. "I don't have a good relationship with my father. So I changed my name to hers when I was eighteen."

"Oh." Understanding dawned on Steve's face. "That's not exactly a long story."

"That's because she only skimmed over it." Natasha piped up from the back. The other woman groaned and rubbed her head. "I have the mother of all migraines."

Steve shot Rebecca another questioning look.

"My father's name is Declan O'Riley." Rebecca kept her eyes on the road as she spoke. "He is a Captain in the Real Irish Republican Army. They're a breakaway military faction trying to bring Ireland under one rule. They think they're freedom fighters but in actuality, they're terrorists. And my father is one of the worst. He was on Interpol's Most Wanted List for five years, red notice and everything. There's so much blood on his hands."

She could feel the shock emanating off of Steve in waves.

"When I was fifteen my mother had finally had enough. She made arrangements, we were going to leave him and start over in a safe house in Italy." She continued methodically, trying not to let the pain show beneath. "But he found out about it. You don't leave RIRA unless you're in a body bag, not even the family of members. He tried to tell me she changed her mind, ran off without me. Found some other man, whatever he could think of to turn me against her. But I knew him. He killed her."

"I'm sorry," Steve said softly, empathy was in his voice and written all over his face.

"I started feeding information to Interpol. I'd sneak into his office, copy emails, paperwork, whatever I could get my hands on without getting caught. I began recording conversations, meetings he used to have around me. When I was seventeen he moved us to a safe house in Northern Ireland, remote. No other RIRA factions close enough to help him make a quick escape." She snorted. "He was so arrogant, thought he was untouchable."

"You gave him up." Steve guessed.

"Gave Interpol the exact address and S.H.I.E.L.D. busted in my door. They arrested my father's entire faction, locked him away for good. He hates me for it." Rebecca let out a humorless chuckle. "Fury himself came to his arrest, was impressed with my skills at feeding intel, offered me a spot at the Academy. I took it."

"Cause you're a badass," Natasha told her sincerely, sitting up now that she was getting her bearings back. "You were seventeen and had the guts to turn in your own father, who came after for her for it."

"What?" Steve gaped at Rebecca. "He tried to have you killed?"

"Yeah, a couple times. But his best men are in prison too, the ones who came after me were sloppy. Plus, I knew he would, so I honed up on mixed martial arts." Rebecca winced, memories of poorly trained assassins coming after her that first couple of years out of the Academy. "I joined S.H.I.E.L.D. to help protect the world from people like my father. Turns out I traded one terrorist organization for another, a worse one. I thought we were making a difference in the world, and we were making it worse."

"You didn't know," Natasha said quietly. "HYDRA was so well hidden not even Nick knew, not until the end anyway."

"None of us knew," Steve reminded Rebecca grimly. "But we do now, so we can stop it. Stop them."

"Are you going to call in the other Avengers?" Rebecca asked suddenly. "Because otherwise, it's three of us against an organization of highly trained spies and military personnel. You're good, Cap, but we're going to be hopelessly outgunned."

"We'll figure something out." He promised, determination gleamed in his blue eyes. "Right now, we need to get back to D.C. clean up, regroup and come up with a plan."

"Where the hell are we going to do that? We can't go to our apartments, no doubt they're under surveillance. I can't drag Nora into this and Nat already thinks David might be involved." Rebecca pointed out. "Tony Stark doesn't have like a penthouse around D.C. does he?"

Natasha snorted. "I wish. They'd have a hell of a time getting past his security."

"I know a guy, not well," Steve told them with a slight furrow in his brow. "He's not S.H.I.E.L.D. but he's ex-military and I think he'll at least let us clean up a bit."

Rebecca spared a brief glance down at her filthy, aching person and gave a relieved sigh. "That'd be great because we aren't exactly inconspicuous. We're definitely going to draw attention to ourselves."

* * *

They ditched the truck back at the mall where they'd stolen it and hoofed it the rest of the way to where the man Steve believed would help them lived. They used the side streets, kept their heads down and moved as fast as they could without running and risk drawing attention to themselves.

When Steve found the house they were looking for, they approached from the back, knocking on the slider door. Rebecca kept anxiously glancing over her shoulder, half expecting STRIKE to be onto them already. But the only person who noticed their presence was young, fit African American man who opened the slider door, looking confused as he greeted Steve.

"Hey Man."

"I'm sorry about this," Steve did look sorry to be burdening this man with their problem. "But we need a place to lay low."

"Everyone we know is trying to kill us," Natasha added, getting right to the point.

The other man looked them all over, taking in their disheveled, dirty, wounded appearances. "Not everyone." He finally said, stepping aside in clear invitation for them to come in.

Natasha strode right in as if she hadn't any doubt she wouldn't be welcome. Steve and Rebecca followed and she was pleased to note the man closed the slider and dropped all his blinds once they were in.

"Rebecca Callahan." She introduced herself, holding a hand out. "Thank you for this."

"Sam Wilson." He gave her hand a brief firm shake. "You guys look like hell."

"We've been through hell pretty much," Rebecca agreed. "We needed a place to clean up and come up with a new game plan."

"I've got two bathrooms. One on this floor, one upstairs." Sam gestured to the stairwell beyond the kitchen. "Help yourselves."

"Go on," Rebecca told Steve when Natasha made a beeline for the stairs. "I'll last a little longer."

"Nat and I can alternate upstairs," Steve assured her. "You use downstairs. Thank you, Sam."

"Don't worry about it," Sam replied with a nod, before looking down at Rebecca. "I'll get you a towel."

"Thanks." Rebecca wandered through his kitchen down the narrow hall that led to his entry and found the little half bathroom on her left. Stepping inside, she turned on the sink so that the water would run warm and looked at herself in the mirror for the first time since she'd gone on the run.

The white henley she'd worn was ruined, stained with dirt, blood, and soot, completely beyond repair with several tears as well. Her face was ashen beneath the dirt with bruising under her eyes belying her exhaustion. Her hair was a matted mess, chunks of hair spilling loose from the top knot she'd tried to wrangle it in. With a glower at her reflection, she yanked the elastic free and let it all tumble down to her shoulders.

Sam appeared in the doorway, holding a navy towel in one hand and an unopened box of Irish Spring soap in the other. "Sorry," He apologized with a little smirk. "I don't have any girly scented body wash lying around."

Despite herself, she laughed, accepting his offering. "I don't care what it smells like as long as it gets me clean." She told him. "Thank you."

"You need a new shirt, that thing is toast." He gestured to what she wore. "You can borrow one of mine. Fortunately, I'm not a bulky muscle guy like our mutual friend upstairs so it shouldn't be too big on you."

"You're a lifesaver, Sam." She called after him when he retreated to go do just that.

Though her ribs protested the movement, she yanked the henley up over her head and tossed it aside before ripping open the box to get to the bar of soap. Then with a determined glower, she stuck her hands and the bar under the water in the sink and got to work. She washed her upper body as best she could around the tape and sports bra she still wore. The skin exposed was mottled with deep dark purple bruising and abrasions from the Triskelion fall and explosion at Camp Lehigh.

She worked the lather up her neck and scrubbed at her face, before cupping her hands and rinsing off as best she could. She'd worked with worse accommodations in the field. A sink with warm water would suffice. She dropped her knees and got to work on her hair next.

She was using the towel to dry off her damp hair when Sam returned with a soft gray cotton t-shirt with the faded word Army stamped across the chest. "Holy-" His eyes rounded with horror and concern when he saw her bruising. "What the hell happened to you?"

She grimaced, glancing down at herself again. "I fell ten stories."

Sam gaped at her. "How are you not dead?"

"Captain America and his Shield broke my fall." Rebecca gave him a wry grin. "Cracked a few ribs though."

"Geez," He handed her the shirt. "I don't even know how you're standing."

"Necessity and some Vicodin I swiped from a hospital." She admitted, gingerly pulling on the borrowed shirt. "Thank you."

"I was a medic for Pararescue." He told her. "Do you want me to re-tape your ribs, check everything else out?"

"You have supplies? I lost most of my stolen goods." She used the towel to rub over the ends of her hair, soaking up any excess water.

"Yeah, let me get my kit. You're lucky you don't have any internal bleeding, you could have died." He shook his head in disbelief and wandered off to retrieve his supplies.

Rebecca hung up the towel to dry and wove her hair into a plait that draped over her right shoulder. Having done all she could do to clean up, she left the bathroom after rinsing out the sink and made her way back to the kitchen, following the scent of freshly brewed coffee.

"Figured you guys would need the caffeine," Sam had a large first aid kit set out on the island counter while coffee percolated into a carafe behind him. "Should be done by the time I finish taping you up."

Rebecca approached him and lifted the hem of her shirt up. Sam used medical scissors to cut through the tape she'd put on herself and peeled it gently away, revealing even more nasty bruising.

"Damn girl." Sam winced in sympathy. "I'm going to palpate along your ribcage okay? See how many you might have cracked and make sure there's nothing more serious going on."

"Don't worry, I don't think you're trying to cop a feel." Rebecca snorted in amusement and even he let out a little chuckle.

As gently as he could, he ran his fingers over her ribs, pressing in certain spots causing her to flinch in discomfort. Satisfied with his diagnosis he pulled out medical tape of his own and began to rewrap her ribs in a more snug and secure manner than she had done for herself in a sitting position.

"I think you have fractures in four ribs," Sam told her, giving the roll of tape a final jerk to tear it loose from her body. "You didn't bruise any organs that I could tell, which is really lucky considering how far you fell. You are a walking miracle. You need any more pain meds?"

"No, I don't want to lose my bearings. I'll take just enough to keep the worst of the pain at bay. I can rest when this is over and I'm not running for my life." Rebecca shook her head in denial. "I will take some of that coffee though."

"Help yourself." Sam chuckled, moving to open a cabinet full of drinking glasses and ceramic mugs. He took a mug down for her. "There's cream in the fridge and sugar in that little bowl next to the coffee pot.

"Sam really, thank you, for all of this." She told him honestly. "I'm not sure what we would have done if Steve hadn't met you. I only have two close friends in this city, one might be involved in the hunt for me and the other, well I'm sure is being watched in case I contact her and she's not cut out for...field work."

"I don't know you, I barely know Steve, but he seems to live up to the reputation he was given. And you telling me you want to protect your friend who's not, let's say athletically inclined," Sam chuckled when she grinned at his choice of description. "Tells me you're a good person too. Vote's out on the redhead, but it looks good cause Steve and you are with her."

Rebecca took her first sip of strong, hot coffee and moaned in appreciation. "God, I'm running on literally no sleep you have no idea how good this tastes right now."

Sam laughed at her reaction just as heavy footfalls sounded on the stairs and moments later Steve joined them in the kitchen.

"I'm going to make breakfast," Sam informed them. "If you guys eat that sort of thing."

Rebecca raised her hand in appreciation as she swallowed another mouthful of coffee. "I can't speak for the Avengers but my mere human self does."

Steve let out a huff of a laugh in amusement. "Thanks, Sam, for all of this."

"You going to enlighten me on what "all of this" actually is, or am I going to be left in the dark on this one?" Sam asked, looking directly at Steve.

"I think he's earned the right to know," Rebecca added her opinion, for whatever it was worth these days. "He is risking his neck for us."

Steve nodded in agreement. "It's a long complicated story, you sure you want to get involved?"

Sam smirked. "I wouldn't have opened my door if I didn't."

"All right then, just over forty-eight hours ago, the Director of S.H.I.E.L.D. was assassinated-" Steve began.


	8. Information Gathering

**Chapter Seven: Information Gathering**

"So," Natasha had joined them towards the tail end of Steve's explanation and had hopped up to sit on one of Sam's counters. "The question is, who at S.H.I.E.L.D. could launch a domestic missile strike?"

"Someone pretty high up," Rebecca answered her, swallowing another hearty sip of coffee. "You think the World Security Council has been HYDRA all this time?"

"Pierce." Steve shook his head at her.

"Who happens to be sitting on top of the most secure building in the world." Natasha snorted at the irony.

"He's not working alone," Steve continued. "Zola's algorithm was on the Lemurian Star."

A light clicked on for Natasha, "So was Jasper Sitwell."

Rebecca took the piece of cantaloupe Sam offered her and chewed thoughtfully. "Isn't he the guy who claimed to have discovered Thor?"

Natasha chuckled as she too recalled Sitwell's bragging over the Asgardian God of Thunder. "Yeah, though that was really Coulson." Then a somber look crossed her face as she remembered the now deceased Phil Coulson.

"So, the real question is," Steve brought them back to the topic at hand. "How do the three most wanted people in Washington kidnap a S.H.I.E.L.D. officer in broad daylight?"

"I could maybe do it in disguise?" Rebecca suggested thoughtfully. "I used to do undercover tracking. Blonde wig, big sunglasses, new outfit, a little padding."

"None of which we have on hand." Natasha pointed out with a sigh. "Though I heard you have a really good hand with makeup to alter your appearance."

"Tricks of light and shadow." Rebecca nodded at the other woman. "I met a makeup artist when I was in New York for a couple years, he taught me a few things."

"Handy." Natasha mused.

"So how else do we do it?" Steve cut them off before they could go into further detail about disguises.

"The answer is," Sam suddenly strode forward, dropping a manila folder with a large photograph of him in Army fatigues beside another soldier clipped to the front. " _You_ don't."

"What's this?" Steve asked, picking it up curiously.

"Call it a resume," Sam told him.

Natasha grabbed the photograph. "Is this Bakhmula? The Khalid Khandil mission, that was you?" She turned to Steve. "You didn't say he was a pararescue?"

"Is this Riley?" Steve indicated the other man with Sam in the photo.

"Yeah." Sam nodded somberly and Rebecca had the heavy feeling the other man hadn't made it home.

"I heard they couldn't bring in the choppers because of the RPGs," Natasha commented. "What did you use? A stealth chute?"

"No." Sam leaned forward opening the folder. More photos were inside of Sam wearing some type of Air Force prototype suit with mechanical wings attached to the back.

"I thought you said you were a pilot," Steve gave Sam a questioning look.

Sam smirked. "I never said pilot."

Steve grimaced and shook his head. "I can't ask you to do this Sam. You got out for a good reason."

But, Sam simply smiled. "Dude, Captain America needs my help. There's no better reason to get back in."

"We really could use the help, Steve." Rebecca pointed out, though she was reluctant to endanger Sam any more than they already had. "No one knows Sam, and they're all looking for us three. He has the best chance of getting close to Sitwell."

Steve huffed out a breath, a rueful smile on his face and shook the folder. "Where can we get our hands on one of these things?"

"The last one is at Fort Meade," Sam informed them, looking grim at the thought. "Behind three guarded gates and 12-inch steel wall."

Steve looked at Natasha who shrugged, completely undaunted, "Shouldn't be a problem." He told Sam.

"There's not many places or security measures that can keep out the Black Widow." Rebecca laughed when Sam's eyes widened at their nonchalance.

"Let's get moving then," Natasha said. "We're running on borrowed time as it is and we need to schedule a break in."

* * *

Instead of using the push handle to open the door leading to the rooftop, Steve decided throwing Jasper Sitwell into it was a better idea, sending the HYDRA Agent tumbling out into the midday sunshine. Beside Rebecca, Natasha let out a snort at the undignified yelp Sitwell expelled at the sudden display of force.

Steve ignored his discomfort. "Tell me about Zola's algorithm." He demanded, striding towards Sitwell, who was struggling to his feet. "Never heard of it!"

"What were you doing on the Lemurian Star?" Steve persisted.

"I was throwing up, I get seasick." Sitwell righted his glasses while walking backward away from the approaching Captain right up to the very edge of the roof. Rebecca knew from the stairwell they were at least twenty stories up and it would be a very long, unpleasant fall.

He staggered when he hit the ledge, but Steve grabbed him by his lapels to keep him from going over. "Is this display meant to insinuate that you're going to throw me off the roof?" Sitwell allowed a trace of arrogance to cross his face, believing the great Captain America wouldn't cross that line. "Because it's really not your style, Rogers."

Steve released his lapels and nodded. "You're right," He stepped back from a now smirking Sitwell. "It's hers." He jerked his head at Natasha, who let the corners of her mouth tip upward.

Sitwell had a split second to realize his error before Natasha hit him with a reverse spin kick that sent him screaming over the ledge.

"He definitely wet himself." Rebecca surmised, finding a little amusement at Sitwell's misfortune.

Sitwell's screaming which had decreased in volume the further he fell began to amplify and he was suddenly deposited back on the rooftop courtesy of Sam, who'd caught him mid-fall and flown him back up with his old flight suit they'd stolen from Fort Meade.

Unlike Sitwell, Sam executed a graceful landing, his wings retracting as he turned to face them. A look of sheer delight was on his face, he'd obviously missed flying.

He stepped up beside Rebecca as Steve refocused his attention on Sitwell, who held his hand up in surrender. "Zola's algorithm is a program," He gasped for air. "For choosing Insight's targets."

"What targets?" Steve pressed.

"You!" Sitwell looked pasty white after his flirtation with death. "A TV anchor in Cairo, The Secretary of Defense, a high school valedictorian in Iowa City, Bruce Banner, Stephen Strange, anyone who is a threat to HYDRA. Now or in the future."

"So you'll just assassinate them to achieve world domination." Rebecca shook her head in disgust, catching Sitwell's gaze. "My father is a terrible human being. But you guys, you're way worse."

"Wait, in the future?" Steve frowned, not understanding. "How could it know?"

Sitwell laughed, but it wasn't from humor. "How could it not? The 21st Century is a digital book." He rose on shaky legs. "Zola taught HYDRA how to read it. Your bank records, medical histories, voting patterns, emails, phone calls, your damn SAT scores. Zola's algorithm evaluates people's past to predict their future."

"And what then?" Steve's expression remained neutral, not a hint of emotion on his face and it seemed to dawn on Sitwell how much information he'd given up.

"Oh my God," He murmured. "Pierce is gonna kill me."

"What then?" Steve repeated his question impatiently and Sam shoved Sitwell forward to bring his attention back to the present.

"Then the Insight Helicarriers scratch people off the list," Sitwell said. "A few million at a time."

The implication of what he was saying registering with the four other people he stood. A mass genocide of anyone who would stand against HYDRA, that was Pierce's ultimate goal.

"Oh my God," Rebecca ran a hand anxiously over her face.

"We need to move," Steve said firmly. "Now."

* * *

Sam drove a dark blue, nondescript Chevy Cobalt that all five of them managed to cram into as they headed down Interstate 95. Natasha and Rebecca to the backseat, Sitwell between them while Steve rode shotgun. The longer Sitwell was their captive, the more uncomfortable and paranoid he seemed to become.

"HYDRA doesn't like leaks," He rambled, sweat beading on his brow.

Sam was the most irritated with him and snapped, "Then why don't you try sticking a cork in it?"

"Insight's launching in 16 hours." Natasha leaned forward to speak with Steve who was directly in front of her. "We're cutting it a little bit close here."

"I know," Steve agreed with a curt nod. "We'll use him to bypass the DNA scans and access the helicarriers directly."

"That sounds so much simpler than it probably is." Though unhelpful, Rebecca couldn't help but add. "I don't know about you guys, but I like having a backup plan. Any suggestions for a plan B?"

"What?!" Sitwell sputtered. "Are you crazy? That is a terrible, terrible idea."

There was a sudden heavy thud on the roof of Sam's car that had them all looking up in surprise. And then the window Rebecca sat next to exploded inward showering her with broken glass.

"Rebecca!" Steve yelled just as a silver metallic arm reached across her chest, grabbed Sitwell by the front of his shirt and hauled him out through the broken window.

Sitwell's screams could be heard as he was thrown clear across the highway divider into oncoming traffic. Then there was sickening crunch and his screams were silenced.

"Rebecca!" Steve said her name again, his seatbelt undone as he twisted around, ripped hers off and hauling her away from the window and upfront with him and Sam. There was movement on top of the car then a gun fired through the roof and Natasha dove forward as well.

"Here!" Sam kept one arm on the wheel and pushed Rebecca into his lap. Just as Steve, who was now hanging onto Natasha, shoved the car into park causing the tires to screech and whoever was on top of their car to fly forward, rolling down the hood of the car to the tarmac. He landed in a crouch, using the same metal arm that had broken the window to stabilize his movement.

"Holy shit!" Rebecca felt her eyes nearly bug out of her head. The black kevlar, the metal arm with a red Soviet Star on the shoulder, the mask; it all added up to only one man. "He's fecking real!" And her natural Irish lilt, the one she'd trained so hard out of her voice in the Academy slipped through.

Sam's chest rose and fell rapidly beneath her back as he too seemed to realize this was no ordinary man. "What the hell?"

There was no further time to react as Sam's Cobalt was hit from behind with a gunmetal gray S.H.I.E.L.D. issued hummer, pushing the car directly towards the Winter Soldier.

Rebecca scrambled out of Sam's lap, diving into the backseats again and jerking her Beretta free from its holster on her hip.

The roof flattened towards her a couple inches as once again, the Winter Soldier was on top of the car. Releasing the safety on her gun, Rebecca lay down against the seat and began firing through the roof just as the metal arm smashed through the top of the car and ripped the steering wheel out of Sam's hands.

"Shit!"

Natasha also had her sidearm out and began to fire at the Winter Soldier. He jumped off the top of their car, landing on the hood of the hummer behind them as Sam's car began to careen out of control. The hummer hit them from behind a second time, sending the car into the opposite barricade and making it wobble unsteadily.

"Hang on!" Steve pressed his Shield against the window of his door. "Get Rebecca!"

Rebecca sat up and fell right into Sam's outstretched arms. Steve kept Natasha tucked into his side and used his one free arm to grab Sam around the waist just as car tipped dangerously on its side. Using his car door and his shield to break their fall, the Cobalt flipped down the highway as they slid at a slower pace behind it. Rebecca and Sam were thrown clear, rolling painfully against the asphalt before their momentum ceased. Rebecca's already broken ribs were on fire and she moaned pitifully where she landed.

Natasha and Steve slid further ahead of them on his shield and the broken car door.

The hummer stopped several yards away from them and the Winter Soldier was already walking in their direction, pausing only long enough to accept a rifle from the STRIKE team that had driven the hummer.

Steve shoved Natasha clear just the Winter Soldier fired a missile that hit Steve's shield, protecting him from the explosion but the kickback sent Steve flying off the highway to the side street below and the ensuing crashing sounds meant he'd landed right into traffic.

But they didn't have time to worry about him as the STRIKE team had assembled behind the Winter Soldier and proceeded to open fire with AK-47s. Rebecca, Natasha, and Sam had no choice but to take cover behind cars that had been abandoned when their owners had realized there was no ordinary car chase happening on the Interstate.

Natasha drew the fire towards herself, taking several shots at the Winter Soldier before she made her way across the opposite lanes disappearing to the streets below like Steve had. Sam joined Rebecca behind a Ford Focus as she took shots at the STRIKE team instead.

"I hope she knows what she's doing," Rebecca winced as the Winter Soldier jumped down after Natasha, who was returning gunfire from below by the sounds of it.

The STRIKE team began to repel down to the street below as well and both Sam and Rebecca came out from their cover when they heard rapid machine gun fire and the familiar ping of bullets on vibranium. Armed with only a knife, Sam quickly came up behind one of the remaining members, kicking him in the back of the knee, slicing upwards as the soldier turned, cutting his gun free from the shoulder harness before Sam sent him flying over the barricade below.

"Nice." Rebecca didn't have time to say much else, instead, she leaned over and took out one of the team members firing at Steve. Sam did the same just as Steve began to build up a head of steam, taking out the team member with the largest gun.

"Go!" Rebecca urged him.

"We got this!" Sam added, firing of other members who had taken cover when they realized they were being shot at from above.

Steve gave them both a long look, then nodded and took off running, hopefully after wherever Natasha and her lethal pursuit had disappeared to.

"Still happy you signed up?" Rebecca said to Sam, reloading a fresh magazine into her Beretta. She inhaled, eyed the man hiding behind the blue compact and as she exhaled, pulled the trigger.

He'd been too focused on Sam and hadn't ducked down in time and Rebecca made the kill shot.

"I got this!" Sam repeated, focusing on another STRIKE member hiding behind a van. When the shot was good, Sam tossed her the AK-47. "Don't move." He sprinted for the crushed Cobalt.

It took him a moment but he managed to pry the trunk open and get out his flight suit. Once he'd strapped it on, the wings extended and he ran for her. "Hang on!"

"How I'm not dead yet is a mystery to me," She muttered, but she holstered her Beretta and held her left hand up for him to grab. He pulled her up against him and they flew down over the expressway bridge, following the sounds of sirens and frantic civilian screaming.

"Found them!" Sam dove low, setting her on the ground several yards from where Steve and the Winter Soldier were facing off and then flew up, picking up enough speed to hit the Winter Soldier from behind with a sharp kick to the back.

"Natasha!" Rebecca spied her down against a parked car, clutching her bleeding collarbone. She rushed towards the other woman, setting the AK down and pulling the leather of her jacket aside to assess her injury.

"Second time the bastard has shot me," Natasha grunted. "Went straight through."

"We need to-" Rebecca started but Natasha was shoving to her feet, grabbing the discarded missile gun.

"Steve." Natasha hefted it up, took aim at the Winter Soldier and fired.

It wasn't a direct hit and it allowed their enemy to disappear in a cloud of smoke.

Steve turned to them in surprise, and Rebecca could see the anguish and confusion in his eyes. He didn't even try to run as the sirens grew louder and several black nondescript vehicles surrounded them.

"Toast," Natasha muttered.

Brock Rumlow and the rest of the STRIKE team emerged from the vehicles, shouting for them to drop their weapons and get on their knees.

Rebecca put her hands up and to her horror, it was David who rushed forward with handcuffs. His expression was hard and resolute as he removed her Beretta and cuffed her. He didn't say a single word, his actions spoke volumes. Natasha had been right, he'd been turned.

"Traitor," Rebecca spoke low enough so only he could hear, and would swear he flinched, but seconds later he shoved her forward towards the prisoner transport.

Sam and Natasha were already being loaded inside. Steve seemed to be in a daze of some sort as Rumlow personally escorted him in behind her.

David unceremoniously shoved her inside, which made Sam snarl but there wasn't much else he could do. Natasha looked resigned when Rebecca sat down across from her. Once the Captain was inside, they closed the heavy steel doors, leaving them with only two armed guards inside. After all, they were sufficiently restrained and all the work they'd just done, even dragging Sam into this, had been for nothing.

It was the end of line.


	9. Real Answers

**Chapter Eight: Real Answers**

"It was him." Steve's voice was low and deep, the expression on his face was haunted as if he still couldn't believe what he'd just seen. Or rather, whom he had just seen. "He looked right at me like he didn't even know me."

"How is that even possible?" Sam asked the question weighing on Rebecca's mind since Steve had informed them that the Winter Soldier was none other than James Buchanan Barnes, Steve's childhood friend and the only one of his Howling Commandos to have died in the line of duty. Or so everyone had thought.

"It was like, seventy years ago." Sam continued, but Natasha didn't look as disbelieving. She simply listened as the transport van rocked slowly back and forth navigating through D.C. traffic.

"Would explain why he's been a ghost story for the past fifty years," Rebecca mused in a tired voice. "Definitely not a copycat."

"Zola," Steve told them grimly. "Bucky's whole unit was captured in '43. Zola experimented on him."

"Sick HYDRA bastards." Rebecca felt a wave of empathy for the young man Bucky had once been. She couldn't quite associate someone Steve cared about that much being HYDRA's top assassin, but she could pity the man Steve obviously cared for.

"Whatever he did helped Bucky survive the fall." Steve continued. "They must have found him, and-"

"None of that is your fault, Steve," Natasha said suddenly, reading the guilt on his expression.

Steve sighed. "Even when I had nothing, I had Bucky."

In the wake of learning Natasha's suspicions were true about David, Rebecca couldn't help but wonder what that must have been like. The way Steve spoke, Bucky had been more than a friend, more than a brother in arms. He'd been family, not by blood, but by choice. Her own family issues notwithstanding, and clearly she'd never really known David, Rebecca couldn't help but curious about the deep-seated loyalty and love Steve had for his friend, and from the sounds of it, had been returned.

She'd never known that. She had loved her mother and her mother had loved her, but she been too afraid to stand up to her father, to get them out sooner. She'd never blamed her mother. And she adored Nora, and even David before all this, but she'd never felt like they were the people who'd run into battle with her, who stand with her, even when the world was against her. Maybe deep down, that was the real reason she'd never gone to them for help when this whole thing started, and she'd made superficial excuses about not endangering them,

Sam glanced over at Natasha, eying her gunshot wound. "We need to get a doctor here," He said firmly. "We don't put pressure on that wound, she's going to bleed out right here in the truck."

The guard beside him immediately fired up his stunning baton and Sam leaned away from him. But to everyone's surprise, instead of using the baton on Sam, the guard lashed out at his partner, stunning him unconscious instead.

"What the hell?" Rebecca exclaimed in shock.

The guard removed the helmet and Maria Hill let out a sigh of relief. "Ah! That thing was squeezing my brain." She took another look at Sam before asking Steve, "Who's this guy?" She asked.

Rebecca couldn't help it, a hysterical bubble of laughter escaped from her throat.

"Not that I'm not happy to see you, but what-" Natasha began.

"No time for explanations. We need to get out of here." Maria hit the switch on her baton and instead of an electric charge white-hot fire coated the edges and she began to burn a hole through the floor of the van. "Next stop light, we drop."

When the floor of the van bottomed out, Maria used her baton to cut through their cuffs, relieving them of their restraints. She only spoke again when the van began to slow down. "They're taking you to an execution site, so we're pretty remote. We're going to drop and stay down until they make the corner and they won't have a visual on us. I've got transportation waiting."

They did exactly as she said, the second the van came to a stop they slipped through the makeshift hole Maria had made and remained low until the van and other STRIKE vehicles turned the corner and disappeared.

"Let's move." Maria got to her feet and began to jog in the opposite direction. Another van, also black, but smaller and not owned and operated by S.H.I.E.L.D. waited for them. No sooner had they climbed in and slid the door closed behind them, it was off and driving.

Sam began to apply pressure to Natasha's wound as best he could while Steve looked at Maria. "Not that I'm not grateful for the rescue, but what are you doing here?"

"I'll explain everything, I promise." Maria assured him. "But let's get to our location first. Don't worry, it's remote and way off the grid. They won't find us."

After nearly forty minutes of driving the van arrived at an old dam across the Maryland state line. Maria opened the van door from the outside so they could hop out. Rebecca glanced around in confusion. Maria had said they would be off the grid, but this place appeared completely deserted.

"Come on," Maria gestured forward and opened a steel bar door before entering a completely dark hallway leading inside.

Steve didn't hesitate to follow her and with Sam keeping a cautious eye on Natasha behind her, Rebecca stepped inside after him. The air was heavier inside, damp and carried the faint sour scent of mildew. But the deeper they went in, the more illuminated the hall became as lights from the ceiling clicked on and the space around them widened.

From the opposite direction, a man in a gray suit jogged towards them, looking at Maria expectantly. "GSW. She's lost at least a pint."

"Maybe two," Sam added, keeping his grip light but firm on Natasha's upper arm.

"Let me take her." The new arrival gestured them forward.

Maria shook her head. "She'll want to see him first." She waved him off, stopping by a small alcove hidden by a heavy plastic curtain.

Without any ceremony, Maria yanked the curtain back to reveal a hospital bed and several different pieces of medical equipment. Lying reclined on the bed, hooked to an IV drip and dressed in his preferred black, Nick Fury sat up a little straighter when he noticed them.

"About damn time." He grumbled as if they'd been inconveniencing him.

"You've got to be fecking kidding me," Rebecca mumbled, once again her Irish slipping through.

"Romanoff's wounded," Nick observed, looking at the man who'd greeted them. "Better treat her Doc."

"Yes Sir, Mr. Fury," He nodded urging a stunned Natasha into a chair near the former Director's bedside. He began to pull out bandaging material from a cabinet and set to work on her gunshot wound.

"I thought you were dead," Steve said to Fury.

"Lacerated spinal column, cracked sternum, shattered collarbone, perforated liver and one hell of a headache," Fury listed off dryly.

"Don't forget your collapsed lung." The Doctor added.

"Yes, let's not forget that." Fury managed a smirk. "But otherwise, I'm good."

"They cut you open," Natasha protested. "Your heart stopped."

"Tetrodotoxin B." Fury told her with a sigh. "Slows the pulse to one beat per minute. Banner developed it for stress."

"Or in this case, faking your own death." Rebecca mused with a shake of her head. She still couldn't quite believe what she was seeing.

"Why all the secrecy? Why didn't you just tell us?" Steve demanded, his tone sharp as yet another lie was uncovered for him.

"Any attempt on the Director's life had to look successful," It was Maria who answered him.

"Can't kill you if you're already dead." Fury grunted. "Besides, I wasn't sure who to trust."

"Us, or we wouldn't all be here." Rebecca shook her head. "You linked us all into this mess, which means deep down you knew you could trust us to some extent, or we'd be blissfully ignorant right now."

Fury snorted. "Might have a point there, Callahan. I figured Rogers would do the right thing, it's ingrained in him. Romanoff was a wildcard, always has been. And you, well, your deep seeded personal hatred of terrorism had me confident enough to believe you hadn't been turned."

"Is that why you picked me to follow Batroc?" Rebecca asked. "So I could report back to you that everything was going to plan for you to hack into the Lemurian Star."

"Mostly, and you're one of the more discreet investigators I have." Fury nodded. "When I set the plan to use Batroc into motion, I needed to be sure he wasn't going to double-cross me, and I had to send someone he wouldn't catch. He's not a stupid man, that's how he survived this long. You know how to stay under the radar, and you were loyal to S.H.I.E.L.D., not HYDRA as it turns out."

"Did you know Pierce would come after me for it?"

Fury sighed. "Like I said, I assigned you because of your upbringing you were least likely to have been turned. Consider it a compliment, Callahan. I trusted you that much. And technically I linked you with the best protection I could," He gave vague gesture in Steve's direction, who rolled his eyes. "Otherwise you'd have been dead at least three times by now."

"I hope you have a plan," Rebecca felt anger tinge her nerves and forced her voice to remain calm. "Because if I'm risking my life to stop HYDRA because you dragged me into this, then we better fecking stop them."

"Careful, Callahan," Fury actually looked amused. "Your Irish is showing."

With some help from both Maria and the Doctor, Nick was able to get out of his bed and they all moved to a larger room where they could sit comfortably. Under the harsher light, the bruising and lacerations stood out more starkly on his skin and the stiff way he moved indicated his discomfort. However, he listened carefully as Steve, Natasha and Rebecca debriefed him of the past forty-eight hours, from finding the hidden HYDRA base in Camp Lehigh, interrogating Sitwell and their car chase turned shootout before eventual capture.

When they were finished, Fury reached forward where on the table before him, Maria had set out coinciding paperwork, including a black and white photograph of Alexander Pierce. He picked up the photograph.

"This man," He said, a heaviness clouding his tone. "Declined the Nobel Peace Prize. He said peace wasn't an achievement, it was a responsibility. See," He tossed the photo back down and met all their gazes one after the other. "It's stuff like this that gives me trust issues."

"We have to stop the launch," Natasha spoke up, looking much more comfortable with her wound bandaged and treated.

"I don't think the Council's accepting my calls anymore." Fury's comment was loaded with sarcasm. He opened the black briefcase by his right elbow where what looked like three large SD cards lay in a protective casing.

"What's that?" Sam asked, who'd been silent since they'd arrived, spoke up, looking between the cards and Steve as if ready to spring into action.

"Once the helicarriers reach 3000 feet," Maria explained while turning her laptop around to show a visual of what the helicarriers were going to do. "They'll triangulate with Insight satellites, becoming fully weaponized."

"We need to breach those carriers," Fury continued grimly. "And replace those blades with our own."

"One or two won't cut it," Maria added. "We need to link all three carriers for this to work. Because if even one of those ships remains operational a whole lot of people are going to die."

"We have to assume everyone aboard those carriers is HYDRA." Fury gave a dismal hand gesture. "We have to get past them and insert these server blades, And maybe, just maybe we can salvage what's left of-"

"We're not salvaging anything." Steve's voice was loud and resolute as he interrupted what Fury had been about to say. "We're not just taking down the carriers, Nick. We're taking down S.H.I.E.L.D."

"S.H.I.E.L.D. had nothing to do with this!" Fury argued.

"You gave me this mission." Steve slammed his palm down on the table in finality. "This is how it ends. S.H.I.E.L.D.'s been compromised, you said so yourself. HYDRA grew right under your nose and nobody noticed."

"Why do you think we're meeting in this cave?" Fury said incredulously. "I noticed."

"How many paid the price before you did?" Steve countered with a shake of his head.

"Look," Fury sighed. "I didn't know about Barnes."

"Even if you had would you have told me?" Steve's voice took a bitter edge. "Or would you have compartmentalized that too? S.H.I.E.L.D., HYDRA, it all goes."

"He's right." Maria agreed quietly, meeting Nick's look with a steady gaze.

"I've been S.H.I.E.L.D. since you pulled me out of that hellhole when I was seventeen." Rebecca's voice brought Fury's attention to her. "I believed in what I was doing, believed in what S.H.I.E.L.D. stood for, believed in taking men like my father off the streets. But the wool's been taken off my eyes and S.H.I.E.L.D. is no longer what I believed it to be. Steve is right. S.H.I.E.L.D. made it possible for HYDRA to form, it needs to go down with it."

Fury looked to Natasha who remained silent, which spoke volumes in itself. And in the last ditch effort, he looked to Sam to back him up.

"Don't look at me." Sam shook his head. "I do what he does, just slower."

"Hmm. Well," Fury sat back, gave huff of air, then resigned, said, "Looks like you're giving the orders now, Captain."


	10. Suit Up

**Chapter Nine: Suit Up**

Maria led Rebecca down a narrow hall where they'd stored weapons, kevlar and uniforms. "Most of its standard issue, but there are women's sizes in one of the trunks. We didn't have much time to get organized."

"I'll make due," Rebecca assured her, popping the lid open on several black equipment crates before finding the one storing smaller more tailored uniforms. "David took my damn Beretta, I've had it since-"

"You graduated the Academy." Maria finished her sentence. "We kept an eye on you." She added at Rebecca's questioning look. "You impressed Fury by everything you did to convict your father. Then you showed real promise as a spy. And when Fury did get suspicious about HYDRA, your history gave us hope you hadn't been turned. A HYDRA sleeper agent would have known Batroc was after the Lemurian Star when he left Algiers because you'd have known what was in the Indian Ocean. You didn't. You reported his movements, tried to trace his phone calls, identify people he spoke with, tried to learn who he was working for."

"And failed." Rebecca reminded her while pulling out the Navy jumpsuit with the S.H.I.E.L.D. emblem on it.

"You were supposed to fail," Maria told her. "Because you hadn't been turned. Nick went about it the wrong way, maybe he should have told you, but he's not the type of guy who puts all his cards out on the table. You took a leap of faith and fled with Captain America and Black Widow. I'll say you exceeded all expectations."

"I'm not like them. I'm not an Avenger," Rebecca yanked off Sam's borrowed shirt and her ruined jeans before stepping into the jumpsuit and zipping it up to her collarbone. "I'm not a Super Soldier or a former assassin or even a soldier like Sam, I'm-"

"An Agent who wants to do real good in this world," Maria passed her a weapons belt, inside the two holsters were two Berettas, the same model as her old sidearm and several magazine cartridges as well as a stun baton. "Right now that's what we need. Besides, we know you studied mixed martial arts in your free time, and you've handled yourself in the field. I wouldn't underestimate you."

Rebecca secured the belt at her waist and met Maria's eyes. "Then let's take these bastards down already."

Maria and Rebecca met Sam and Steve outside. Sam was in fatigues, and his flight suit and Steve, to her surprise, was in full Captain America regalia, identical to the suit he'd worn during World War II, his shield secured to the gauntlet on his arm, helmet securely in place. She had to admit she preferred it to the more subdued suit he'd worn for S.H.I.E.L.D. when they'd met in Pierce's office three days ago.

"Fury and Romanoff are getting into position," Maria informed him.

Steve nodded and looked to Rebecca. "You ready?"

She nodded, giving him a small smile. "I've come this far with you, Steve. I'll see this through."

An odd expression crossed his face for a fleeting moment; then he cleared his throat. "All right, we're going to approach the Triskelion on foot. So let's move."

They hiked on foot through the forest around the Potomac River, using it for cover as they ventured into the city. All four focused on their part of the mission. Maria would coordinate Sam and Steve from the control room, where she'd have access to the Triskelion computer systems. Sam and Steve were responsible for inserting the server blades into the helicarriers. Rebecca would head down to the launch pads, trying to stop the launch sequence from being initiated if she could. While also taking out whatever HYDRA agents she could to buy Sam and Steve as much time as possible.

She hoped Nora would be there and that David hadn't convinced her to turn as well. She could use her friend's computer skills if it were even possible to override the system.

When they reached the Triskelion, Rebecca slowed her pace. She would be the first to split off from the group. Maria would override the security protocols from the control room so Rebecca could slip inside. She needed to be closer to the launch pad instead of with the others.

"Looks like this is my stop," She gave them a braver smile than she felt. "Be careful. Nobody dies today. I'm buying dinner when this is all over."

"I'm going to hold you to that, Callahan." Sam gave her shoulder a quick squeeze. "Watch your six, okay?"

"I'll do my best." She reached up and returned the squeeze on his forearm. "Don't go into the garbage chute, Flyboy."

He laughed, recognizing her spin on the Star Wars quote. "May the force be with you then."

"And with you," She turned to Maria, tapping the comlink in her ear. "I'll be listening for instructions if you need me to move position."

"Good luck, Callahan." Maria gave her a nod of approval, then started up towards the control room, Sam falling in behind her.

Rebecca turned to Steve, who gazed back at her with an unreadable expression. "Thank you, Rebecca, for everything. For trusting me, for helping even though you didn't even know me-"

"Hey, only Captain America could convince me to jump ten stories." She joked, pointing up to the very building they'd jumped out of only a few days prior.

He smiled ruefully. "I just, thank you. Please be careful."

"You too." She stopped joking and touched his arm. "I'd do it again, Steve. Jump out of that elevator with you. I believe in what we're doing. I dedicated my whole life to stopping terrorists, starting with the one at home. I'm honored to be taking down the largest, most dangerous organization, with you. I used to believe that was what S.H.I.E.L.D. was, but now I know it's not. But it's you; it's what you're about. I don't need to believe in S.H.I.E.L.D. anymore. I believe in you and what we're doing. So let's go kick some ass."

"Right." He shifted, looking a tad nervous when she stepped back to walk away from him. "Hey Rebecca," He called out before she could walk away.

"Yeah?" She paused, looking back at him from over her shoulder.

"I believe in you, too." He gave her nod in a salute, and she grinned at him, a true grin for the first time since this whole thing had started.

Rebecca remained hidden by the entrance to the launch stations, watching a bevy of agents coming and going. From her position, she could see the security pad outside the door, lit up red to signify it remained locked. When Maria got into the control room, she could unlock the door, allowing to slip inside but until it lit up green Rebecca couldn't get within three feet of that door without being identified by the security measures in the building.

One of her Berettas was already in her hand, a silencer attached to the muzzle. Its weight was familiar, almost comforting in her grip. Most female Agents carried Glocks or SIG Sauers as they were a touch lighter in weight but Rebecca had preferred the Beretta, it's sleekness in design and versatility had suited Rebecca better. Going into this fight, severely outnumbered, she was glad to have not one, but two M9's in her possession.

"Attention all S.H.I.E.L.D. Agents!" Steve's voice suddenly came over the PA system stilling the hive of activity in surprise. "This is Steve Rogers."

Rebecca slipped out of her hiding spot when the keypad lit up green to give her access. "Maria works fast." She muttered, going unnoticed by the two agents in the hall who were looking up in confusion as if they expected Captain America to come right out of the speakers themselves.

Rebecca reaffirmed her grip on her gun and entered the launch station.

"You've heard a lot about me over the last few days. Some of you were even ordered, to hunt me down. But I think it's time to tell the truth." Steve continued to speak, mercifully keeping the majority of Agents distracted. "S.H.I.E.L.D. is not what we thought it was. It's been taken over by HYDRA. Alexander Pierce is their leader. The S.T.R.I.K.E. and Insight crew are HYDRA as well. I don't know how many more, but I know they're in the building. They could be standing right next to you."

At this, a frisson of alarm and suspicion filled the launch station as Agents began to look at each other questioningly. Rebecca ducked down behind a computer station and took in her surroundings. She recognized Agents such as Sharon Carter, Cameron Klein, and even Nora. They all looked just as startled by Steve's announcement and Rebecca felt relief that Nora hadn't been a part of HYDRA. That or she was the world's greatest actress.

"They almost have what they want. Absolute control. They shot Nick Fury. And it won't end there. If you launch those helicarriers today, HYDRA will be able to kill anyone that stands in their way. Unless we stop them." The low chatter died down as Steve spoke again. "I know I'm asking a lot. But the price of freedom is high. It always has been. And it's a price I'm willing to pay. And if I'm the only one, then so be it. But I'm willing to bet I'm not."

Steve certainly had a way with words, Rebecca mused silently, then winced when she spotted Brock Rumlow and a STRIKE Team contingent enter the launch station, among them, was David. She saw Nora recognize David too, remembering what Steve had said about STRIKE being HYDRA and the blood drained from her friend's face.

Brock strode right up to Cameron Klein, looking unbothered by the looks he was receiving from the Agents around him. "Pre-empt the launch sequence." He ordered. "Send those ships up now."

Rebecca counted off in her head. There were six STRIKE team members in the station, but that didn't include the other sleeper agents who could be disguised in suits. She was outnumbered more than six to one, and if it came down to fight between herself and Rumlow, a former Navy Seal, she'd be outmatched. She'd need to do this carefully.

Cameron trembled in his seat, breaking out in a nervous sweat as Rumlow loomed over him. He looked back and forth between the STRIKE team leader behind him and his computer anxiously.

"Is there a problem?" Brock asked, his patience beginning to ebb. "IS THERE A PROBLEM?" He repeated himself, louder and Cameron flinched.

There was a muffled shriek and Rebecca grit her teeth as David pushed Nora back into her chair by the shoulder since she'd presumably tried to come to Cameron's defense.

"Sorry Sir," Cameron breathed heavily. "I'm not going to launch those ships. Captain's orders!"

Rumlow removed his sidearm, pointing it at the back of Cameron's head. "Move away from your station."

"Like he said," Before Rebecca could intervene, Sharon Carter pulled her firearm pointing it at Rumlow. "Captain's orders."

All around them, Agents removed their sidearms, the lines between S.H.I.E.L.D. and HYDRA now drawn and distinguishable.

Rumlow grit his teeth. "You picked the wrong side, Agent."

"What did you do to Rebecca?" Nora was yelling at David, who had his gun drawn on her. "Did you kill her? She's your friend, how could you-"

"She picked the wrong side." David snapped, sweat trickling down his brow. "Don't make me hurt you, Nora."

"Depends on where you're standing," Sharon told Rumlow grimly.

Rumlow hesitated then slowly lowered his gun, letting it fall to the floor with a loud clatter that echoed in the silent room. But dropping his weapon didn't make Rumlow any less dangerous, he ripped a knife from his belt, slashing it across Sharon's forearm and she yelped in pain, dropping her Glock right into his waiting hands.

This seems to be the signal everyone else had been waiting for as Agents and HYDRA open fired on one another. Rebecca emerged from her hiding place, hitting to HYDRA Agents making a beeline for David and Nora.

"I'm sorry Nora," David was saying.

"I can't believe I thought I loved you!" Nora's eyes were wet with tears, but her expression was livid.

Rebecca leaped over the computer station grabbing David by the back of the neck on the way and slammed him head first into Nora's desk.

"Beck!" Nora exclaimed in shock.

"Bitch!" David roared, but Rebecca hit him with a spin kick to the chest knocking him backward. He was bleeding from a massive laceration in his forehead, and he'd lost his gun in her attack. Rebecca spun again, this time striking out with her arm, using the butt of her weapon to render him unconscious.

"Traitor!" Rebecca glanced up, seeing override flashing across the screen and Rumlow fleeing down the hall. "Shit!"

"Rebecca, what's going on?" Nora ducked as the gun fire continued around them.

"Nora, get out of here," Rebecca told her. "This whole place is about to become a warzone. Get yourself out and Cameron out."

"What about you?" Nora grabbed her arm.

"I have to stop Rumlow." Rebecca shook her off and gave her an apologetic glance. "He'll try to stop Steve, and I need to-please, I can't worry about you too, run!" She ordered her friend before sprinting in the direction Rumlow had gone.

She wasn't sure where Rumlow headed, but she knew he was an immediate threat to Steve and she had to slow him at least down if not stop him altogether.

"They're initiating the launch," Maria announced in her ear and Rebecca swore.

A gun went off, the bullet impending in the wall two inches from Rebecca's head and she turned firing back in the direction it had come from, dropping the HYDRA agent with a shot through the chest.

Several more came around the corner, and Rebecca freed her other gun, firing with both hands. Her right hand wasn't as accurate, but these weren't STRIKE team members and shots to the shoulder and legs took them down. Once they were down, she reholstered her second gun and took off running again.

Outside the Triskelion, gunfire and cannon explosions filled the air as the helicarriers began to take flight. She could hear Sam and Steve conversing through her comlink and was relieved for the affirmation they were alive, then tuned them and set off again.

"Falcon, status?" Maria's voice came through her com again, just as Rebecca grabbed a HYDRA agent from behind where he'd cornered several techs and slammed him into the wall.

Sam's voice with the echo of artillery fire answered. "Engaging!"

"Callahan," Maria's voice was tight. "There's a STRIKE faction trying to block off some S.H.I.E.L.D. personnel from closing down Hangar B. They're mostly techs, but putting up a fight. They lock it down, the Cap and Falcon have fewer airstrikes to avoid."

"Copy that!" Rebecca gestured the techs she'd just rescued to take off and slammed through the door of the nearest stairwell. She thundered down several flights of steel steps; the barraged of warfare getting louder as she neared the hangar.

Taking hold of her stun baton, she holstered her Beretta for the moment, and once she reached ground level, she kicked the door open. STRIKE hadn't been expecting her and she zapped the nearest man before he could fully turn. She dropped and rolled over him to avoid the retaliated shooting and came up swinging with a hit to the forearm, causing the next man to drop his weapon while she hit him with the baton in her other hand.

Invigored by her presence, the other techs came out from behind their cover, shooting down the rest of the STRIKE faction.

"Close those doors!" Rebecca shouted at them, gesturing to the quinjets trying to take flight. "We lock them in here they can't stop the Captain out there!"

Two men ran to the computer stations, trying to override HYDRA's security protocols. Rebecca climbed onto an equipment crate to get a better vantage and began to fire on HYDRA pilots trying to jump into their jets.

"Alpha lock." Steve's voice sounded clear and sure through her com, and Rebecca exhaled a sigh in relief. He'd swapped the server blades on the first of the helicarriers.

"Falcon?" Maria asked. "Where are you now?"

"Had to take a detour," Sam replied, he sounded slightly stressed but in control. "WHOO!" His cry of triumph sounded a moment later. "I'm in!"

There was a grinding sound and shouted cursing as the large steel trap doors came down to close of the hangar.

"Hangar B is on lock down!" Rebecca jumped down from her position, looking at the cluster of Agents around them, "Hold this hangar!" She ordered. "These birds cannot take flight!"

Rebecca headed back for the stairwell. "I'm going to shut down Hangar A."

"Nice work Callahan!" Maria approved.

"Bravo lock!" Sam announced.

"Two down, one to go," Maria replied.

Rebecca went up two flights of stairs leading to the next level just in time for the hangar to erupt with explosions. Men were screaming and climbing on top of one of the birds, was a man with dark hair and a gleaming silver arm.

"Winter Soldier is airborne! I repeat, Winter Soldier is airborne! He took out our air support." Rebecca shouted in warning as the jet lifted off the tarmac. "He's coming for you, Steve, "

"Charlie Carrier is 45 degrees off the port bow," Maria informed them. "Six minutes."

"Hey, Sam!" Steve called through the com link. "Gonna need a ride!"

"Roger!" Sam told him. "Let me know when you're ready!"

"I just did!"

Rebecca turned back to the stairwell and started going back up. "Maria, you got a location on Rumlow?"

"He's headed right for you," Maria told her. "Watch your back, Callahan."

"I need to slow him down." Rebecca gritted her teeth and kept climbing the stairs. "You guys worry about that Charlie Carrier."

Sam's voice suddenly came through, worried. "Cap? Cap? Come in are you okay?"

"I'm here!" Steve's voice answered full of strain. "I'm still on the helicarrier. Where are you?"

"I'm grounded. The suit's down. Sorry Cap." Sam told him in a voice full of disappointment.

"Don't worry I got it. Help Callahan; I think she's going after Rumlow." Captain assured him.

Alarms were blaring, and computerized voices were directing all S.H.I.E.L.D. personnel to designated safety zones.

"Rumlow's headed for the Council." Maria suddenly informed them. "Could use you both."

"I'm on it." "Copy that." Both Rebecca and Sam spoke in unison, and Rebecca pushed the pace, going up faster no longer worried about being discreet.

Rebecca reached the 41st floor just as Rumlow pushed through the door into the conference room housed there. She heard his yell of surprise and followed him in to see Sam and Brock exchanging blows.

Rebecca dodged just as he threw a stun baton at her head.

"This is going to hurt," Brock said, removing his safety vest. "There are no prisoners with HYDRA. Just order. And order only comes through pain. You ready for yours? Hate to mess up that pretty face of yours, Callahan."

"Man shut the hell up." Sam swiped away the blood from his temple. "Beck, I got this."

"Sam-"

But neither man waited, charging the other in a battle of fists and feet. Rebecca had her gun out but couldn't risk a shot. She could accidentally hit Sam with how fast they were moving.

Then a voice, tired and full of pain came over the line. "Charlie lock."

Rebecca's mouth tipped up in a smile. He did it. Steve had breached all the helicarriers, taking them out of HYDRA's control.

"Fire now," Steve instructed.

"But Steve-" Maria protested.

"Do it! DO IT NOW!" Steve's voice brooked no room for arguments.

From the window behind Sam and Rumlow, the helicarriers opened fire on one another beginning to descend from the sky full of fire and smoke. They collided into one another falling into the Potomac River and the Triskelion itself.

"Sam!" She shouted in alarm as the floor beneath her feet began to shake unsteadily. Brock threw Sam away from him, through a desk, unaware of what was happening outside.

"You're out of your depth, Kid," Brock smirked, but Sam was already back on his feet and running.

"Come on!" He grabbed Rebecca by the upper arm and sprinted with her towards the opposite end of the room.

"Son of a bitch!" They heard Brock yell just as the helicarrier collided with the building.

Rebecca's heart was hammering in her chest; she could hear and feel the room collapse behind their feet as they raced straight for the window.

"Please tell me you got that chopper in the air!" Sam yelled.

"Sam where are you?" Romanoff answered them through the com.

"Forty-first floor, Nat, Northwest corner!" Rebecca answered her, stumbling and sliding as a desk slipped into them from behind.

"We're on it!" Natasha told them. "Stay where you are!"

"Not an option!" Sam yanked Rebecca upright and rushed them for the window.

"Oh my God, I hate this!" Rebecca screamed, knowing precisely what he intended. Sam jumped in front of her, using his shoulder to break the glass and for the second time in two days, Rebecca found herself free falling out of the Triskelion.

But instead of the ground rushing up to meet them it a helicopter. Fury had it angled, so they fell right into it. Sam fell a little too hard and knocked on the door on the other side, and only Natasha's quick reflexes kept him inside.

"41st floor!" Sam groaned. "41st!"

Fury who was piloting, twisted around to look at them. "It's not like they put floor numbers on the outside of the building."

Rebecca let out a breathless laugh and slumped against the back of the Chopper. "Where's Steve?"

Natasha spoke into her headset. "Hill! Where's Steve? You got a location on Rogers?"

Behind them, the Triskelion gave a final shudder then caved in on itself going up in a cloud of dust and smoke. The burning helicarriers went down with it. Whoever had not gotten out in time wouldn't have survived.

"Steve?" Rebecca spoke into her comlink, but only static then silence answered her. "STEVE?"

Nothing.

"We'll search for him as soon as we land." Sam's eyes mirrored the same trepidation in hers. "We'll find him, Beck."


	11. The Aftermath

**Chapter Ten: The Aftermatch**

They found Steve washed up on the shore of the Potomac, two miles South of where the Triskelion had once stood. He'd been unconscious, bleeding from three gunshot wounds and riddled with bruises and lacerations. He'd been transported to the nearest hospital and both Rebecca and Sam had alternated staying with him. He'd yet to regain consciousness.

It had been two days since the fall of Triskelion and S.H.I.E.L.D.

Nora, whom Rebecca had been relieved to find had made it out safely, had been traumatized by the events and David's betrayal and had gone home to stay with her parents out on the West Coast for a little while. David had been remanded into custody. Rebecca had seen him for only a moment before they'd taken him away. He'd met her eyes, looking haunted and rather helpless. She hadn't been able to muster any pity for her former friend.

Rebecca had gone back to her apartment only long enough to shower and change her clothes over the past forty-eight hours. She'd spent more of her time frequenting the hospital. She and Sam both sat in Steve's room at the moment. Sam was reading a book and Rebecca was curled up in the visitor's chair, staring out the window absentmindedly.

Sam had brought in Bluetooth speakers and Marvin Gaye's Troubleman album played softly in the background. Rebecca had grown quite fond of him in the brief handful of days she had known him. While Natasha took off to deal with the fallout of taking down S.H.I.E.L.D and Fury had gone back into hiding, Sam had been a constant pillar of support. They'd looked for Steve together. They made sure Steve wasn't alone in the hospital, covering for the other when one went home to change, or simply sat in companionable silence as they did now.

Rebecca might have lost her job, and even her identity in a way because her life had revolved around her career. But she'd gained Steve, who had become less of an untouchable Superhero in her eyes to a man she was proud to know. And she'd gained Sam, who was proving hour after hour to be a loyal friend to have.

Lost in her own thoughts, Rebecca didn't notice Steve open his bright blue eyes and take in his surroundings, including her presence and Sam's. She did notice when his scratchy voice penetrated the quiet, however.

"On your left." He caught Sam's attention as well, who began to smile in amusement. Apparently, there was an inside joke between the two men that she was missing.

Rebecca felt her own smile bloom across her face. And for the first time since she'd jumped out of an elevator with Steve did she truly believe everything was going to be okay.

* * *

After Steve had been released from the hospital and Romanoff had basically told the Federal Government to kiss her ass, in more eloquent terms, of course, Rebecca found herself at home, debating what to do with her life. She had some savings, but it wouldn't last forever. The FBI and CIA while impressed with her resume were leery of her family connections. Fury had offered her a spot on his team in Europe, taking down the fleeing members of HYDRA but she hadn't felt that was the right move.

Nora had been offered an IT job in San Francisco, close to her parents and had called to inform Rebecca she was going to take it. She no longer wanted to be in Washington and no amount of pleading convinced Rebecca she wanted to move to California. Despite everything that had happened, the East Coast was still home.

It was Clint Barton who gave her an idea. He had emailed her, suggesting she do freelance work, maybe pull her private investigator's license. After all, Rebecca always did have a knack for tracking and profiling people. Rebecca had begun to give the idea more thought. She could take out her license, open her own office and not have to answer to anyone but herself.

She was debating whether to scrounge something up for dinner or order takeout when there was a knock at her door. Cautious, she checked the peephole before opening the door wide for Steve.

"Hi!" She greeted him with a smile. "Kind of weird to be seeing you without our whole lives being in danger."

He chuckled sheepishly and held up a manila folder in his hand. "I do come in regards to business though."

"Do you even make social calls?" She teased him, gesturing him in. "What's this about?"

"Bucky." Steve stepped inside, taking in her quaintly furnished apartment as she closed the door, then turned to face her. "Natasha reminded me that you're really good at tracking people."

"People." Rebecca agreed with a nod. "Ghost stories are trickier. You're going after him, aren't you?"

"You can say no," Steve told her genuinely. "I've mucked up your life enough recently."

"I chose to jump out of that elevator with you," Rebecca pointed out. "And I don't regret it. How can I help?"

"I need to locate him. I no longer have access to S.H.I.E.L.D.'s resources, this file is all I have to go on. Natasha got it from me from Kiev. I was hoping you could help me."

"I can try," Rebecca took the folder from him and set it down on the counter. "But first, we need pizza."

"Pizza?" Steve repeated, his brow furrowing in confusion.

"Even Avengers have to eat, Cap." She joked, pulling a take-out menu from one of her kitchen drawers. "Any preferred toppings?"

Steve's mouth quirked up in a hint of a grin. "Surprise me."

* * *

 **A/N: There you have it. This the prequel to the real story I plan on telling between Steve and Rebecca. I wrote this to set the tone and give my OC a little background. This is a slow burn. Plus I wanted to establish relationships and connections here. I plan on having Rebecca and Sam be pretty tight, like partners, which you'll see more of in the sequel. Keep an eye out for it, it will be titled Between The Wars. I might continue this series, since I'm having fun writing it, going into Age of Ultron, then Civil War and quite possibly Infinity War and Endgame. I have ideas, though I haven't gotten past Civil War yet in my head. So, for now, I'll focus on Between the Wars. Add me to your alerts!**


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